BN 01/26 11:01 *MWV & ROCKTENN:MWV HOLDERS TO HOLD 50.1% OF NEW COMPANY
BN 01/26 11:01 *ROCKTENN HOLDERS ENTITLED TO ELECT 1 SHRS OF NEWCO
BFW 01/26 11:01 *MEADWESTVACO, ROCKTENN TO MERGE IN DEAL WITH EQUITY VALUE $16B
BN 01/26 11:01 *MWV & ROCKTENN: BOARD TO HAVE 8 FROM ROCKTENN, 6 FROM MWV
BN 01/26 11:01 *MEADWESTVACO, ROCKTENN TO MERGE IN DEAL WITH EQUITY VALUE $16B
BN 01/26 11:00 *MWV & ROCKTENN : LUKE TO BE NON-EXECUTIVE CHAIRMAN
BN 01/26 11:00 *MWV & ROCKTENN : VOORHEES WILL SERVE AS CEO & PRESIDENT
BN 01/26 11:00 *MWV HOLDERS WILL GET 0.78 SHRS OF NEWCO FOR EACH SHARE
BN 01/26 11:01 *ROCKTENN HOLDERS ENTITLED TO ELECT 1 SHRS OF NEWCO
BFW 01/26 11:01 *MEADWESTVACO, ROCKTENN TO MERGE IN DEAL WITH EQUITY VALUE $16B
BN 01/26 11:01 *MWV & ROCKTENN: BOARD TO HAVE 8 FROM ROCKTENN, 6 FROM MWV
BN 01/26 11:01 *MEADWESTVACO, ROCKTENN TO MERGE IN DEAL WITH EQUITY VALUE $16B
BN 01/26 11:00 *MWV & ROCKTENN : LUKE TO BE NON-EXECUTIVE CHAIRMAN
BN 01/26 11:00 *MWV & ROCKTENN : VOORHEES WILL SERVE AS CEO & PRESIDENT
BN 01/26 11:00 *MWV HOLDERS WILL GET 0.78 SHRS OF NEWCO FOR EACH SHARE
MWV and RockTenn Agree to Combination Creating a $16 Billion Global Packaging Leader
2015-01-26 11:00:00.195 GMT
MWV and RockTenn Agree to Combination Creating a $16 Billion Global
Packaging Leader
* Two Industry Leaders to Create a Powerful Global Provider of Consumer and
Corrugated Packaging Solutions
* Combined Company Positioned to Generate Substantial Cash Flow to Deliver
Superior Growth and Strong Shareholder Returns
* Total Annual Synergies of $300 Million to be Achieved over Three Years
* Expect to Maximize the Value of MWV’s Pension Surplus Through Plan
Consolidation
* Previously Announced Tax-Free Spin-off of MWV Specialty Chemicals to be
Completed Post-Closing
Business Wire
RICHMOND, Va. & NORCROSS, Ga. -- January 26, 2015
Rock-Tenn Company (“RockTenn”) (NYSE:RKT) and MeadWestvaco Corporation (“MWV”)
(NYSE:MWV) today announced that they have entered into a definitive
combination agreement to create a leading global provider of consumer and
corrugated packaging (“NewCo”) in a transaction with a combined equity value
of $16 billion. The combined company, to be named prior to closing, will have
combined net sales of $15.7 billion and adjusted EBITDA of $2.9 billion,
including the impact of $300 million in estimated annual synergies to be
achieved over three years.
Under the terms of the agreement, which has been unanimously approved by the
boards of directors of both companies, MWV stockholders will receive 0.78
shares of NewCo for each share of MWV held. RockTenn shareholders will be
entitled to elect to receive either (a) 1.00 shares of NewCo or (b) cash in an
amount equal to the volume weighted average price of RockTenn common stock
during a five-day period ending three trading days prior to closing for each
share of RockTenn held. The cash and stock elections by RockTenn shareholders
will be subject to proration such that the resulting ownership of NewCo will
be approximately 50.1% by MWV shareholders and 49.9% by RockTenn shareholders,
and based on the shares outstanding today, approximately 7% of RockTenn shares
will receive cash in lieu of stock. This targeted ownership ratio of NewCo
will facilitate the continued favorable tax attributes of the previously
announced spin-off of MWV’s specialty chemicals business, which the parties
intend to complete after the closing of the business combination.
Steven C. Voorhees, chief executive officer of RockTenn, said, “This
transaction brings together two highly complementary organizations to create a
new, more powerful company with leadership positions in the global consumer
and corrugated packaging markets. This is a terrific opportunity for
shareholders, employees and customers of both companies, all of whom stand to
benefit enormously from the combination. Importantly, our two companies are
also an exceptional cultural fit, sharing a commitment to exceeding customer
expectations and a focus on developing innovative packaging solutions.
Planning for the integration of these two companies has already started and we
expect to expeditiously realize the full value of cost synergies we have
identified.”
John A. Luke, Jr., chairman and chief executive officer of MWV, said, “We are
creating the leading global provider of consumer and corrugated packaging
solutions – and generating significant value for both companies’ shareholders.
This transaction is a logical step that is borne of our strategic progress and
financial success, and it offers MWV shareholders both immediate value and the
opportunity to participate in significant upside as the new company generates
substantial growth from its market-focused global strategy.”
Mr. Voorhees will serve as chief executive officer and president of the
combined company, and Mr. Luke will become non-executive chairman of the board
of directors. The board will be comprised of eight directors from RockTenn and
six directors from MWV. Other key executives and their positions will be
determined according to their strengths and will be named prior to closing.
The combined company will maintain its principal executive offices in
Richmond, Va., and will have operating offices in Norcross, Ga.
The transaction requires the approval of shareholders of both MWV and RockTenn
and is subject to receipt of certain regulatory approvals and other customary
closing conditions. Both parties target closing the transaction in the second
calendar quarter of this year.
In separate news releases, MWV and RockTenn both reported earnings for the
most recent quarter ended December 31, 2014.
Blackstone Advisory Partners L.P. served as financial adviser to RockTenn in
the transaction and provided its board of directors a fairness opinion. Lazard
has also provided a fairness opinion to RockTenn’s board of directors, as well
as advice to the Company on certain matters related to the transaction.
Cravath, Swaine & Moore LLP acted as RockTenn’s legal counsel.
MWV’s financial advisers were BofA Merrill Lynch and Goldman, Sachs & Co.
Greenhill has also provided a fairness opinion to MWV’s board of directors.
Wachtell, Lipton, Rosen & Katz acted as MWV’s legal counsel.
Additional information about the transaction can be found on the MWV and
RockTenn websites, which are listed below.
Conference Call and Webcast Details
The management of both companies will host a joint conference call and live
webcast on Monday, January 26, 2015 at 9:00 a.m. EST to discuss this
announcement. The companies welcome all members of the investment community to
listen to the call live by dialing 1-800-230-1766 in the United States or
1-612-332-0530 outside the U.S. and providing the passcode: Packaging. The
live and archived webcast of the call can be accessed at www.rocktenn.com or
www.mwv.com. An audio replay of the call will be available approximately three
hours after the call’s conclusion through Thursday, February 26, and can be
accessed by calling 1-800-475-6701 in the U.S. or 1-320-365-3844 outside the
U.S. and entering the access code: 352014.
About RockTenn
RockTenn (NYSE:RKT) is one of North America's leading providers of packaging
solutions and manufacturers of containerboard and paperboard. RockTenn's
27,000 employees are committed to exceeding their customers' expectations -
every time. The company operates locations in the United States, Canada,
Mexico, Chile and Argentina. For more information, visit www.rocktenn.com.
About MWV
MeadWestvaco Corporation (NYSE: MWV) is a global packaging company providing
innovative solutions to the world’s most admired brands in the healthcare,
beauty and personal care, food, beverage, home and garden, tobacco, and
agricultural industries. The company also produces specialty chemicals for the
automotive, energy, and infrastructure industries and maximizes the value of
its development land holdings. MWV’s network of 125 facilities and 15,000
employees spans North America, South America, Europe and Asia. Learn more at
www.mwv.com.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
are typically identified by words or phrases such as “may,” “will,” “could,”
“should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,”
“plan,” “believe,” “target,” “prospects,” “potential” and “forecast,” and
other words, terms and phrases of similar meaning. Forward-looking statements
involve estimates, expectations, projections, goals, forecasts, assumptions,
risks and uncertainties. RockTenn and MeadWestvaco caution readers that any
forward-looking statement is not a guarantee of future performance and that
actual results could differ materially from those contained in the
forward-looking statement. Such forward-looking statements include, but are
not limited to, statements regarding the anticipated closing date of the
transaction, the ability to obtain regulatory and shareholder approvals and
satisfy the other conditions to the closing of the transaction, the successful
closing of the transaction and the integration of RockTenn and MeadWestvaco as
well as opportunities for operational improvement including but not limited to
cost reduction and capital investment, the strategic opportunity and perceived
value to RockTenn’s and MeadWestvaco’s respective shareholders of the
transaction, the transaction’s impact on, among other things, the combined
company’s prospective business mix, margins, transitional costs and
integration to achieve the synergies and the timing of such costs and
synergies and earnings. With respect to these statements, RockTenn and
MeadWestvaco have made assumptions regarding, among other things, whether and
when the proposed transaction will be approved; whether and when the proposed
transaction will close; the results and impacts of the proposed transaction;
whether and when the spin-off of MeadWestvaco Specialty Chemicals will occur;
economic, competitive and market conditions generally; volumes and price
levels of purchases by customers; competitive conditions in RockTenn and
MeadWestvaco’s businesses and possible adverse actions of their respective
customers, competitors and suppliers. Further, RockTenn and MeadWestvaco’s
businesses are subject to a number of general risks that would affect any such
forward-looking statements including, among others, decreases in demand for
their products; increases in energy, raw materials, shipping and capital
equipment costs; reduced supply of raw materials; fluctuations in selling
prices and volumes; intense competition; the potential loss of certain
customers; and adverse changes in general market and industry conditions. Such
risks and other factors that may impact management’s assumptions are more
particularly described in RockTenn’s and MeadWestvaco’s filings with the
Securities and Exchange Commission, including under the caption “Business –
Forward-Looking Information” and “Risk Factors” in RockTenn’s Annual Report on
Form 10-K for the fiscal year ended September 30, 2014 and “Management’s
discussion and analysis of financial condition and results of operations –
Forward-looking Statements” and “Risk factors” in MeadWestvaco’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2013. The information
contained herein speaks as of the date hereof and neither RockTenn nor
MeadWestvaco have or undertake any obligation to update or revise their
forward-looking statements, whether as a result of new information, future
events or otherwise.
No Offer or Solicitation
The information in this communication is for informational purposes only and
is neither an offer to purchase, nor a solicitation of an offer to sell,
subscribe for or buy any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to or in connection with the proposed
transactions or otherwise, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law. No offer
of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, and
otherwise in accordance with applicable law.
Additional Information and Where To Find It
The proposed transaction involving MeadWestvaco and RockTenn will be submitted
to the respective shareholders of MeadWestvaco and RockTenn for their
consideration. In connection with the proposed transaction, MeadWestvaco and
RockTenn will cause the newly formed company to file with the SEC a
registration statement on Form S-4 (the “Registration Statement”), which will
include a prospectus with respect to the shares to be issued in the proposed
transaction and a preliminary and definitive joint proxy statement for the
shareholders of MeadWestvaco and RockTenn (the “Joint Proxy Statement”) and
each of MeadWestvaco and RockTenn will mail the Joint Proxy Statement to their
respective shareholders and file other documents regarding the proposed
transaction with the SEC. The definitive Registration Statement and the Joint
Proxy Statement will contain important information about the proposed
transaction and related matters. SECURITY HOLDERS ARE URGED AND ADVISED TO
READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT CAREFULLY WHEN
THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC AND ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. The Registration Statement, the Joint Proxy
Statement and other relevant materials (when they become available) and any
other documents filed or furnished by MeadWestvaco or RockTenn with the SEC
may be obtained free of charge at the SEC’s website at www.sec.gov. In
addition, security holders will be able to obtain free copies of the
Registration Statement and the Joint Proxy Statement from RockTenn by going to
its investor relations page on its corporate website at http://ir.rocktenn.com
and from MeadWestvaco on its corporate website at www.mwv.com.
Participants in the Solicitation
MeadWestvaco, RockTenn, their respective directors and certain of their
executive officers and employees may be deemed to be participants in the
solicitation of proxies in connection with the proposed transaction.
Information about RockTenn’s directors and executive officers is set forth in
its definitive proxy statement for its 2015 Annual Meeting of Shareholders,
which was filed with the SEC on December 19, 2014, and information about
MeadWestvaco’s directors and executive officers is set forth in its definitive
proxy statement for its 2014 Annual Meeting of Stockholders, which was filed
with the SEC on March 26, 2014. These documents are available free of charge
from the sources indicated above, from RockTenn by going to its investor
relations page on its corporate website at http://ir.rocktenn.com and from
MeadWestvaco on its website at www.mwv.com.
Additional information regarding the interests of participants in the
solicitation of proxies in connection with the proposed transaction will be
included in the Registration Statement, the Joint Proxy Statement and other
relevant materials RockTenn and MeadWestvaco intend to file with the SEC.
Contact:
RockTenn Contacts:
Investor:
John Stakel, 678-291-7901
Senior Vice President, Treasurer
jstakel@rocktenn.com
or
Media:
Robin Keegan
Director, Corporate Communications
770-326-8245
rokeegan@rocktenn.com
or
Sard Verbinnen & Co
Bryan Locke/Carissa Felger/Elizabeth Smith
312-895-4700
or
MWV Contacts:
Investor:
Jason Thompson, 804-444-2556
Director, Investor Relations
or
Media:
Tucker McNeil, 804-444-6397
Director, Corporate Communications
mediainquiries@mwv.com
or
Joele Frank, Wilkinson Brimmer Katcher
Steve Frankel/Joseph Snodgrass
212-355-4449
-0- Jan/26/2015 11:00 GMT
2015-01-26 11:00:00.195 GMT
MWV and RockTenn Agree to Combination Creating a $16 Billion Global
Packaging Leader
* Two Industry Leaders to Create a Powerful Global Provider of Consumer and
Corrugated Packaging Solutions
* Combined Company Positioned to Generate Substantial Cash Flow to Deliver
Superior Growth and Strong Shareholder Returns
* Total Annual Synergies of $300 Million to be Achieved over Three Years
* Expect to Maximize the Value of MWV’s Pension Surplus Through Plan
Consolidation
* Previously Announced Tax-Free Spin-off of MWV Specialty Chemicals to be
Completed Post-Closing
Business Wire
RICHMOND, Va. & NORCROSS, Ga. -- January 26, 2015
Rock-Tenn Company (“RockTenn”) (NYSE:RKT) and MeadWestvaco Corporation (“MWV”)
(NYSE:MWV) today announced that they have entered into a definitive
combination agreement to create a leading global provider of consumer and
corrugated packaging (“NewCo”) in a transaction with a combined equity value
of $16 billion. The combined company, to be named prior to closing, will have
combined net sales of $15.7 billion and adjusted EBITDA of $2.9 billion,
including the impact of $300 million in estimated annual synergies to be
achieved over three years.
Under the terms of the agreement, which has been unanimously approved by the
boards of directors of both companies, MWV stockholders will receive 0.78
shares of NewCo for each share of MWV held. RockTenn shareholders will be
entitled to elect to receive either (a) 1.00 shares of NewCo or (b) cash in an
amount equal to the volume weighted average price of RockTenn common stock
during a five-day period ending three trading days prior to closing for each
share of RockTenn held. The cash and stock elections by RockTenn shareholders
will be subject to proration such that the resulting ownership of NewCo will
be approximately 50.1% by MWV shareholders and 49.9% by RockTenn shareholders,
and based on the shares outstanding today, approximately 7% of RockTenn shares
will receive cash in lieu of stock. This targeted ownership ratio of NewCo
will facilitate the continued favorable tax attributes of the previously
announced spin-off of MWV’s specialty chemicals business, which the parties
intend to complete after the closing of the business combination.
Steven C. Voorhees, chief executive officer of RockTenn, said, “This
transaction brings together two highly complementary organizations to create a
new, more powerful company with leadership positions in the global consumer
and corrugated packaging markets. This is a terrific opportunity for
shareholders, employees and customers of both companies, all of whom stand to
benefit enormously from the combination. Importantly, our two companies are
also an exceptional cultural fit, sharing a commitment to exceeding customer
expectations and a focus on developing innovative packaging solutions.
Planning for the integration of these two companies has already started and we
expect to expeditiously realize the full value of cost synergies we have
identified.”
John A. Luke, Jr., chairman and chief executive officer of MWV, said, “We are
creating the leading global provider of consumer and corrugated packaging
solutions – and generating significant value for both companies’ shareholders.
This transaction is a logical step that is borne of our strategic progress and
financial success, and it offers MWV shareholders both immediate value and the
opportunity to participate in significant upside as the new company generates
substantial growth from its market-focused global strategy.”
Mr. Voorhees will serve as chief executive officer and president of the
combined company, and Mr. Luke will become non-executive chairman of the board
of directors. The board will be comprised of eight directors from RockTenn and
six directors from MWV. Other key executives and their positions will be
determined according to their strengths and will be named prior to closing.
The combined company will maintain its principal executive offices in
Richmond, Va., and will have operating offices in Norcross, Ga.
The transaction requires the approval of shareholders of both MWV and RockTenn
and is subject to receipt of certain regulatory approvals and other customary
closing conditions. Both parties target closing the transaction in the second
calendar quarter of this year.
In separate news releases, MWV and RockTenn both reported earnings for the
most recent quarter ended December 31, 2014.
Blackstone Advisory Partners L.P. served as financial adviser to RockTenn in
the transaction and provided its board of directors a fairness opinion. Lazard
has also provided a fairness opinion to RockTenn’s board of directors, as well
as advice to the Company on certain matters related to the transaction.
Cravath, Swaine & Moore LLP acted as RockTenn’s legal counsel.
MWV’s financial advisers were BofA Merrill Lynch and Goldman, Sachs & Co.
Greenhill has also provided a fairness opinion to MWV’s board of directors.
Wachtell, Lipton, Rosen & Katz acted as MWV’s legal counsel.
Additional information about the transaction can be found on the MWV and
RockTenn websites, which are listed below.
Conference Call and Webcast Details
The management of both companies will host a joint conference call and live
webcast on Monday, January 26, 2015 at 9:00 a.m. EST to discuss this
announcement. The companies welcome all members of the investment community to
listen to the call live by dialing 1-800-230-1766 in the United States or
1-612-332-0530 outside the U.S. and providing the passcode: Packaging. The
live and archived webcast of the call can be accessed at www.rocktenn.com or
www.mwv.com. An audio replay of the call will be available approximately three
hours after the call’s conclusion through Thursday, February 26, and can be
accessed by calling 1-800-475-6701 in the U.S. or 1-320-365-3844 outside the
U.S. and entering the access code: 352014.
About RockTenn
RockTenn (NYSE:RKT) is one of North America's leading providers of packaging
solutions and manufacturers of containerboard and paperboard. RockTenn's
27,000 employees are committed to exceeding their customers' expectations -
every time. The company operates locations in the United States, Canada,
Mexico, Chile and Argentina. For more information, visit www.rocktenn.com.
About MWV
MeadWestvaco Corporation (NYSE: MWV) is a global packaging company providing
innovative solutions to the world’s most admired brands in the healthcare,
beauty and personal care, food, beverage, home and garden, tobacco, and
agricultural industries. The company also produces specialty chemicals for the
automotive, energy, and infrastructure industries and maximizes the value of
its development land holdings. MWV’s network of 125 facilities and 15,000
employees spans North America, South America, Europe and Asia. Learn more at
www.mwv.com.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
are typically identified by words or phrases such as “may,” “will,” “could,”
“should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,”
“plan,” “believe,” “target,” “prospects,” “potential” and “forecast,” and
other words, terms and phrases of similar meaning. Forward-looking statements
involve estimates, expectations, projections, goals, forecasts, assumptions,
risks and uncertainties. RockTenn and MeadWestvaco caution readers that any
forward-looking statement is not a guarantee of future performance and that
actual results could differ materially from those contained in the
forward-looking statement. Such forward-looking statements include, but are
not limited to, statements regarding the anticipated closing date of the
transaction, the ability to obtain regulatory and shareholder approvals and
satisfy the other conditions to the closing of the transaction, the successful
closing of the transaction and the integration of RockTenn and MeadWestvaco as
well as opportunities for operational improvement including but not limited to
cost reduction and capital investment, the strategic opportunity and perceived
value to RockTenn’s and MeadWestvaco’s respective shareholders of the
transaction, the transaction’s impact on, among other things, the combined
company’s prospective business mix, margins, transitional costs and
integration to achieve the synergies and the timing of such costs and
synergies and earnings. With respect to these statements, RockTenn and
MeadWestvaco have made assumptions regarding, among other things, whether and
when the proposed transaction will be approved; whether and when the proposed
transaction will close; the results and impacts of the proposed transaction;
whether and when the spin-off of MeadWestvaco Specialty Chemicals will occur;
economic, competitive and market conditions generally; volumes and price
levels of purchases by customers; competitive conditions in RockTenn and
MeadWestvaco’s businesses and possible adverse actions of their respective
customers, competitors and suppliers. Further, RockTenn and MeadWestvaco’s
businesses are subject to a number of general risks that would affect any such
forward-looking statements including, among others, decreases in demand for
their products; increases in energy, raw materials, shipping and capital
equipment costs; reduced supply of raw materials; fluctuations in selling
prices and volumes; intense competition; the potential loss of certain
customers; and adverse changes in general market and industry conditions. Such
risks and other factors that may impact management’s assumptions are more
particularly described in RockTenn’s and MeadWestvaco’s filings with the
Securities and Exchange Commission, including under the caption “Business –
Forward-Looking Information” and “Risk Factors” in RockTenn’s Annual Report on
Form 10-K for the fiscal year ended September 30, 2014 and “Management’s
discussion and analysis of financial condition and results of operations –
Forward-looking Statements” and “Risk factors” in MeadWestvaco’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2013. The information
contained herein speaks as of the date hereof and neither RockTenn nor
MeadWestvaco have or undertake any obligation to update or revise their
forward-looking statements, whether as a result of new information, future
events or otherwise.
No Offer or Solicitation
The information in this communication is for informational purposes only and
is neither an offer to purchase, nor a solicitation of an offer to sell,
subscribe for or buy any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to or in connection with the proposed
transactions or otherwise, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law. No offer
of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, and
otherwise in accordance with applicable law.
Additional Information and Where To Find It
The proposed transaction involving MeadWestvaco and RockTenn will be submitted
to the respective shareholders of MeadWestvaco and RockTenn for their
consideration. In connection with the proposed transaction, MeadWestvaco and
RockTenn will cause the newly formed company to file with the SEC a
registration statement on Form S-4 (the “Registration Statement”), which will
include a prospectus with respect to the shares to be issued in the proposed
transaction and a preliminary and definitive joint proxy statement for the
shareholders of MeadWestvaco and RockTenn (the “Joint Proxy Statement”) and
each of MeadWestvaco and RockTenn will mail the Joint Proxy Statement to their
respective shareholders and file other documents regarding the proposed
transaction with the SEC. The definitive Registration Statement and the Joint
Proxy Statement will contain important information about the proposed
transaction and related matters. SECURITY HOLDERS ARE URGED AND ADVISED TO
READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT CAREFULLY WHEN
THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC AND ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. The Registration Statement, the Joint Proxy
Statement and other relevant materials (when they become available) and any
other documents filed or furnished by MeadWestvaco or RockTenn with the SEC
may be obtained free of charge at the SEC’s website at www.sec.gov. In
addition, security holders will be able to obtain free copies of the
Registration Statement and the Joint Proxy Statement from RockTenn by going to
its investor relations page on its corporate website at http://ir.rocktenn.com
and from MeadWestvaco on its corporate website at www.mwv.com.
Participants in the Solicitation
MeadWestvaco, RockTenn, their respective directors and certain of their
executive officers and employees may be deemed to be participants in the
solicitation of proxies in connection with the proposed transaction.
Information about RockTenn’s directors and executive officers is set forth in
its definitive proxy statement for its 2015 Annual Meeting of Shareholders,
which was filed with the SEC on December 19, 2014, and information about
MeadWestvaco’s directors and executive officers is set forth in its definitive
proxy statement for its 2014 Annual Meeting of Stockholders, which was filed
with the SEC on March 26, 2014. These documents are available free of charge
from the sources indicated above, from RockTenn by going to its investor
relations page on its corporate website at http://ir.rocktenn.com and from
MeadWestvaco on its website at www.mwv.com.
Additional information regarding the interests of participants in the
solicitation of proxies in connection with the proposed transaction will be
included in the Registration Statement, the Joint Proxy Statement and other
relevant materials RockTenn and MeadWestvaco intend to file with the SEC.
Contact:
RockTenn Contacts:
Investor:
John Stakel, 678-291-7901
Senior Vice President, Treasurer
jstakel@rocktenn.com
or
Media:
Robin Keegan
Director, Corporate Communications
770-326-8245
rokeegan@rocktenn.com
or
Sard Verbinnen & Co
Bryan Locke/Carissa Felger/Elizabeth Smith
312-895-4700
or
MWV Contacts:
Investor:
Jason Thompson, 804-444-2556
Director, Investor Relations
or
Media:
Tucker McNeil, 804-444-6397
Director, Corporate Communications
mediainquiries@mwv.com
or
Joele Frank, Wilkinson Brimmer Katcher
Steve Frankel/Joseph Snodgrass
212-355-4449
-0- Jan/26/2015 11:00 GMT