Home News Industry News WestRock and KapStone Announce Anticipated Election Deadline of September 5, 2018

WestRock and KapStone Announce Anticipated Election Deadline of September 5, 2018

ATLANTA, and NORTHBROOK, Ill., Aug. 28, 2018 (GLOBE NEWSWIRE) -- WestRock Company ("WestRock") (NYSE: WRK) and KapStone Paper and Packaging Corporation ("KapStone") (NYSE: KS) today announced an anticipated election deadline of 5:00 p.m. New York City time on September 5, 2018 (the "Election Deadline") for KapStone stockholders to elect to receive shares of common stock, par value $0.01 per share, of Whiskey Holdco, Inc. ("Holdco") as consideration in the acquisition of KapStone by WestRock through Holdco. If the KapStone special meeting of stockholders, currently scheduled for September 6, 2018, is delayed to a subsequent date, the Election Deadline will be similarly delayed to a subsequent date, and WestRock and KapStone will announce any such delay and, when determined, the new election deadline.

As previously announced, KapStone stockholders have the option, with respect to each share of KapStone common stock they hold, to receive $35.00 per share in cash (the "Cash Consideration"), or to elect to receive 0.4981 shares of Holdco common stock (the "Stock Consideration") and cash in lieu of fractional shares, provided that Stock Consideration may be received with respect to a maximum of 25% of the issued and outstanding shares of KapStone common stock immediately prior to the Effective Time. There is no limit on the number of shares of KapStone common stock with respect to which Cash Consideration may be received. The documents related to the election of Stock Consideration were mailed to KapStone stockholders beginning on August 2, 2018. The election of Stock Consideration will be subject to proration procedures, which are further described in the proxy statement/prospectus of KapStone and Holdco, dated August 1, 2018, and mailed to KapStone stockholders beginning on August 2, 2018.

As further described in the election materials, to make a valid election of Stock Consideration, record holders of KapStone common stock must deliver to Computershare Trust Company, N.A., the exchange agent for the transaction, by the Election Deadline, a properly completed and signed form of election and letter of transmittal, together with their KapStone stock certificate(s), confirmation of book-entry transfer or notice of guaranteed delivery, as applicable, and a completed Internal Revenue Service ("IRS") Form W-9 (or the appropriate IRS Form W-8, as applicable). KapStone stockholders who hold their shares through a bank, broker or other nominee must make their elections through such bank, broker or other nominee (who may have a deadline earlier than the Election Deadline). KapStone stockholders should carefully read all of the election materials provided to them before making an election.

KapStone stockholders who have questions regarding the election procedures, who want up-to-date information on the Election Deadline or who wish to obtain copies of the election materials may contact Morrow Sodali LLC, the information agent for the transaction, toll-free at (800) 662-5200. Banks and brokerage firms may call (203) 658-9400.

Source: WestRock

 
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