Filed
by WestRock Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject
Company: WestRock Company
Commission File No. 001-38736
Date: February 1, 2024
The
following are excerpts of the earnings release of WestRock Company (“WestRock”) for the quarterly period ended December
31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on Form 8-K (the “Earnings 8-K”) on February 1,
2024. The excerpts contain only those portions of the Earnings 8-K that relate to the proposed transaction with Smurfit Kappa Group,
plc (the “Transaction” and “Smurfit Kappa,” respectively).
“Preparations
for the Transaction, including regulatory submissions, are currently underway, and WestRock now expects the Transaction to close in early
July 2024. To avoid a delay in this anticipated timeline caused by the inclusion of financial guidance after the second
fiscal quarter in certain of those submissions, WestRock does not intend to provide such guidance for subsequent periods.”
Additional Information about the Proposed
Transaction and Where to Find It
In connection with the Transaction, the
entity which will ultimately own the combined businesses of Smurfit Kappa and WestRock following the Transaction (“Smurfit WestRock”)
will file with the SEC a registration statement, which will include a proxy
statement of WestRock that will also constitute a prospectus of Smurfit WestRock (the “proxy statement/prospectus”). Each
of Smurfit Kappa, WestRock and Smurfit WestRock will also file other relevant documents in connection with the Transaction. The definitive
proxy statement/prospectus will be sent to the stockholders of WestRock. Smurfit Kappa will also publish a shareholder circular approved
by the UK Financial Conduct Authority (the “FCA”), which will be sent to Smurfit Kappa’s shareholders or otherwise
made available in accordance with Smurfit Kappa’s articles of association and the UK Listing Rules. Smurfit WestRock will publish
a prospectus approved by the FCA, which will be made available in accordance with Rule 3.2 of the UK Prospectus Regulation Rules (the
“UK listing prospectus”). This material is not a substitute for any registration statement, proxy statement/prospectus, UK
listing prospectus or other document Smurfit Kappa, WestRock and/or Smurfit WestRock may file with the SEC or applicable securities regulators
in the United Kingdom and Ireland in connection with the Transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS
AND SHAREHOLDERS OF SMURFIT KAPPA AND WESTROCK ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT, THE PROXY
STATEMENT/PROSPECTUS, THE SHAREHOLDER CIRCULAR AND THE UK LISTING PROSPECTUS, AS APPLICABLE, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN THE UNITED KINGDOM AND IRELAND, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT SMURFIT KAPPA, WESTROCK, SMURFIT WESTROCK, THE TRANSACTION AND RELATED MATTERS. The registration statement and proxy
statement/prospectus and other documents filed by Smurfit Kappa, WestRock and Smurfit WestRock with the SEC, when filed, will be available
free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders
will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by WestRock online at ir.westrock.com/ir-home/,
upon written request delivered to 1000 Abernathy Road, Atlanta, Georgia or by calling (770) 448-2193, and will be able to obtain
free copies of the registration statement, proxy statement/prospectus, shareholder circular, UK listing prospectus and other documents
which will be filed with the SEC and applicable securities regulators in the United Kingdom and Ireland by Smurfit WestRock or Smurfit
Kappa online at www.smurfitkappa.com/investors, upon written request delivered to Beech Hill,
Clonskeagh, Dublin 4, D04 N2R2, Ireland or by calling +353 1 202 7000. The information included on, or accessible through, Smurfit Kappa’s
or WestRock’s website is not incorporated by reference into this material.
This material is for informational purposes
only and is not intended to, and shall not, constitute an offer to sell or buy or the solicitation of an offer to sell or buy any securities,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate
registration or qualification under the securities laws of any such jurisdiction. No offering of securities in
the United States shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Participants in the Solicitation of
Proxies
This material is not a solicitation of
proxies in connection with the Transaction. However, under SEC rules, Smurfit Kappa, WestRock, Smurfit WestRock, and certain of their
respective directors, executive officers and other members of the management and employees may be deemed to be participants in the solicitation
of proxies in connection with the Transaction.
Information about (i) WestRock’s directors is set forth in
the section entitled “Board Composition” on page 8 of WestRock’s proxy statement on Schedule 14A filed with the SEC
on December 13, 2023 (and available here)
and (ii) WestRock’s executive officers is set forth in the section entitled “Executive Officers” on page 141 of WestRock’s
Annual Report on Form 10-K filed with the SEC on November 17, 2023 (and available here).
Information about the compensation of WestRock’s directors is set forth in the section entitled “Director Compensation”
starting on page 19 of WestRock’s proxy statement on Schedule 14A filed with the SEC on December 13, 2023 (and available here)
and on WestRock’s current report on Form 8-K filed with the SEC on December 15, 2023 (and available here).
Information about the compensation of WestRock’s executive officers is set forth in the section entitled “Executive Compensation
Tables” starting on page 38 of WestRock’s proxy statement on Schedule 14A filed with the SEC on December 13, 2023 (and available
here). Transactions with
related persons (as defined in Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended) are disclosed in the
section entitled “Certain Relationships and Related Person Transactions” on page 20 of WestRock’s proxy statement on
Schedule 14A filed with the SEC on December 13, 2023 (and available here).
Information about the beneficial ownership of WestRock’s securities by WestRock’s directors and named executive officers is
set forth in the section entitled “Beneficial Ownership of Common Stock” starting on page 53 of WestRock’s proxy statement
on Schedule 14A filed with the SEC on December 13, 2023 (and available here).
As of January 29, 2024, none of the participants (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended)
owned more than 1% of shares of common stock, par value $0.01 per share, of WestRock.
Information about Smurfit Kappa’s directors and
executive officers is set forth in the section entitled “Board of Directors,” starting on page 100 of Smurfit
Kappa’s 2022 Annual Report (the “Smurfit Kappa 2022 Annual Report”) published on Smurfit Kappa’s website on
March 28, 2023 (and available at https://www.smurfitkappa.com/investors/reports-and-presentations)
which was filed with the FCA in the United Kingdom on March 28, 2023, Euronext Dublin in Ireland on March 28, 2023 and the
Irish Companies Registration Office in Ireland on September 30, 2023. Information about the compensation of Smurfit Kappa executive
officers and directors is set forth in the remuneration report starting on page 120 of the Smurfit Kappa 2022 Annual Report (and
available at https://www.smurfitkappa.com/investors/reports-and-presentations). Transactions
with related persons (as defined under Paragraph 24 of the International Accounting Standards) are disclosed in the subsection
entitled “Related Party Transactions” to the section entitled “Notes to the Consolidated Financial
Statements,” on pages 219 and 220 of the Smurfit Kappa 2022 Annual Report (and available at https://www.smurfitkappa.com/investors/reports-and-presentations).
Information about the beneficial ownership of Smurfit Kappa’s securities by Smurfit Kappa’s directors and executive
officers is set forth in the section entitled “Executive Directors’ Interests in Share Capital at 31 December
2022,” on page 133 of the Smurfit Kappa 2022 Annual Report (and available at https://www.smurfitkappa.com/investors/reports-and-presentations).
Additional information regarding the interests of such potential participants in the solicitation of proxies in connection with the
Transaction will be included in the proxy statement/prospectus and other relevant materials filed with the SEC when they become
available.
Information Regarding Forward-Looking
Statements
Statements in this material that do not
relate strictly to historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are based on the Company’s current expectations, beliefs, plans or forecasts and use words such
as “may”, “will”, “could”, “should”, “would”, “anticipate”, “intend”,
“estimate”, “project”, “plan”, “believe”, “expect”, “target”,
“prospects”, “potential”, “commit” and “forecast”, or words of similar import or meaning or
refer to future time periods. Forward-looking statements involve estimates, expectations, projections, goals, targets, forecasts, assumptions,
risks and uncertainties. A forward-looking statement is not a guarantee of future performance, and actual results could differ materially
from those contained in the forward-looking statement.
Forward-looking statements are subject to a number of
assumptions, risks and uncertainties, many of which are beyond our control, such as developments related to pricing cycles and
volumes; economic, competitive and market conditions generally, including macroeconomic uncertainty, customer inventory rebalancing,
the impact of inflation and increases in energy, raw materials, shipping, labor and capital equipment costs; reduced supply of raw
materials, energy and transportation, including from supply chain disruptions and labor shortages; intense competition; results and
impacts of acquisitions, including operational and financial effects from the acquisition of the remaining 67.7% interest in Gondi,
S.A. de C.V. and divestitures; business disruptions, including the occurrence of severe weather or a natural disaster or other
unanticipated problems, such as labor difficulties, equipment failure or unscheduled maintenance and repair or public health crises;
failure to respond to changing customer preferences and to protect our intellectual property; the amount and timing of capital
expenditures, including installation costs, project development and implementation costs, and costs related to resolving disputes
with third parties with which we work to manage and implement capital projects; risks related to international sales and operations;
the production of faulty or contaminated products; the loss of certain customers; adverse legal, reputational, operational and
financial effects resulting from information security incidents and the effectiveness of business continuity plans during a
ransomware or other cyber incident; work stoppages and other labor relations difficulties; inability to attract, motivate and retain
qualified personnel, including as a result of the Transaction; risks associated with sustainability and climate change, including
our ability to achieve sustainability targets and commitments and realize climate-related opportunities on announced timelines or at
all; our inability to successfully identify and make performance improvements and deliver cost savings and risks associated with
completing strategic projects on anticipated timelines and realizing anticipated financial or operational improvements on announced
timelines or at all, including with respect to our business systems transformation; risks related to the Transaction, including our
ability to complete the Transaction on the anticipated timeline, or at all, restrictions imposed on our business under the
Transaction Agreement, disruptions to our business while the Transaction is pending, the impact of management’s time and
attention being focused on consummation of the Transaction, costs associated with the Transaction, and integration difficulties;
risks related to our indebtedness, including increases in interest rates; the scope, costs, timing and impact of any restructuring
of our operations and corporate and tax structure; the scope, timing and outcome of any litigation, claims or other proceedings or
dispute resolutions and the impact of any such litigation (including with respect to the Brazil tax liability matter); and
additional impairment charges. Such risks and other factors that may impact forward-looking statements are discussed in
WestRock’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as well as in our subsequent filings with the SEC. The information contained herein speaks as
of the date hereof, and the Company does not have or undertake any obligation to update or revise its forward-looking statements,
whether as a result of new information, future events or otherwise, except to the extent required by law.
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