January 29, 2018 / 11:55 AM / 10 months ago

BRIEF-WestRock Signs Definitive Agreement To Acquire KapStone For $35 Per Share

Jan 29 (Reuters) - Westrock Co:

* WESTROCK SIGNS DEFINITIVE AGREEMENT TO ACQUIRE KAPSTONE FOR $35 PER SHARE

* WESTROCK CO - DEAL FOR TOTAL ENTERPRISE VALUE OF APPROXIMATELY $4.9 BILLION.

* WESTROCK CO - WESTROCK WILL ACQUIRE ALL OF OUTSTANDING SHARES OF KAPSTONE FOR $35.00 PER SHARE AND WILL ASSUME APPROXIMATELY $1.36 BILLION IN NET DEBT

* WESTROCK CO - TRANSACTION IS NOT CONDITIONAL ON FINANCING

* WESTROCK CO - WESTROCK WILL FINANCE CASH CONSIDERATION THROUGH ISSUANCE OF NEW DEBT UNDER A FULLY COMMITTED FINANCING PACKAGE

* WESTROCK CO - ‍UPON CLOSING, DEAL IS TO BE IMMEDIATELY ACCRETIVE TO CO'S ADJUSTED EARNINGS & CASH FLOW, INCLUSIVE OF PURCHASE ACCOUNTING ADJUSTMENTS​

* WESTROCK - KAPSTONE STOCKHOLDERS TO HAVE OPTION TO GET $35/SHARE IN CASH, OR TO ELECT TO GET 0.4981 WESTROCK SHARES PER KAPSTONE SHARE

* WESTROCK CO - UPON COMPLETION OF DEAL, KAPSTONE WILL BE INTEGRATED INTO WESTROCK'S CORRUGATED PACKAGING SEGMENT

* WESTROCK - ELECTION OF STOCK CONSIDERATION BY KAPSTONE SHAREHOLDERS CAPPED AT 25% OF OUTSTANDING KAPSTONE SHARES

* WESTROCK - NO LIMIT ON NUMBER OF KAPSTONE SHARES THAT CAN RECEIVE CASH CONSIDERATION AS PART OF DEAL

* WESTROCK - KAPSTONE'S ROGER STONE, MATT KAPLAN, ENTERED INTO VOTING AGREEMENTS, PURSUANT TO WHICH THEY HAVE AGREED TO VOTE SHARES IN SUPPORT OF DEAL

* WESTROCK - DEAL CREATES OPPORTUNITY FOR ABOUT $200 MILLION IN COST SYNERGIES, PERFORMANCE IMPROVEMENTS

* WESTROCK - DEAL EXPECTED TO GENERATE ANNUAL RUN-RATE COST SYNERGIES, PERFORMANCE IMPROVEMENTS OF ABOUT $200 MILLION BY END OF FISCAL 2021

* WESTROCK CO - KAPSTONE ANNOUNCES PRELIMINARY, UNAUDITED ADJUSTED EBITDA OF $130 TO $135 MILLION FOR ITS Q4 2017 Source text for Eikon: Further company coverage:

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