Transaction Agreement and Combination with WestRock | 2. Transaction Agreement and Combination with WestRock On September 12, 2023, Smurfit Kappa and WestRock, a public company incorporated in Delaware, announced they had reached a definitive agreement on the terms of a proposed combination (the “Transaction Agreement”). On July 5, 2024, pursuant to the Transaction Agreement between Smurfit Kappa, WestRock, Smurfit Westrock and Sun Merger Sub, LLC (“Merger Sub”): (i) Smurfit Westrock acquired Smurfit Kappa by means of a scheme of arrangement (the “Scheme”) under the Companies Act 2014 of Ireland (as amended) (the “Smurfit Kappa Share Exchange”), and (ii) Merger Sub merged with and into WestRock, with WestRock continuing as the surviving entity (the “Merger,” and together with the Smurfit Kappa Share Exchange, the “Combination”). The Combination was subject to certain conditions set forth in the Transaction Agreement, including, but not limited to: certain regulatory clearances, approval by the stockholders of Smurfit Kappa and stockholders of WestRock, sanction of the Scheme by the High Court of Ireland, the Registration Statement for the offer of the shares of Smurfit Westrock being declared effective by the SEC, approval of the shares of Smurfit Westrock for listing on the New York Stock Exchange (“NYSE”), and approval of the shares of Smurfit Westrock for listing on the Official List of the Financial Conduct Authority (“FCA”). Pursuant to the Transaction Agreement, each issued ordinary share, par value €0.001 per share, of Smurfit Kappa (a “Smurfit Kappa Share”) was exchanged for one ordinary share, par value $0.001 per share, of Smurfit Westrock (a “Smurfit Westrock Share”). On July 5, 2024, pursuant to a High Court-ordered transfer scheme of arrangement, the Company issued 261,094,836 ordinary shares to the former shareholders of Smurfit Kappa in exchange for their shares in Smurfit Kappa. The Scheme is not a business combination under GAAP as Smurfit Westrock had no historical operations or material assets prior to the Scheme, the ownership of Smurfit Westrock is the same as that of Smurfit Kappa immediately following the Scheme and prior to the Merger, and is a share for share exchange with no cash consideration. The Scheme does not give rise to any goodwill or change in accounting basis. Each share of common stock, par value $0.01 per share, of WestRock (the “WestRock Common Stock”), was converted into the right to receive one Smurfit Westrock Share and $5.00 in cash (the “Merger Consideration”) for an aggregate cash consideration of $1,291 million. On July 5, 2024, the Company issued 258,228,403 shares to the former shareholders of WestRock in exchange for the net assets of WestRock acquired through the Merger. Smurfit Kappa was deemed to be the accounting acquirer of WestRock for accounting purposes under ASC 805. Due to the limited time between the transaction date and the Company’s filing of these financial statements for the quarter ended June 30, 2024 in this Form 10-Q, Smurfit Kappa’s initial accounting for the business combination is incomplete. The Company expects to provide preliminary purchase price allocation information within its consolidated interim financial statements as of and for the three and nine-months ended September 30, 2024, to be filed in its Form 10-Q for the period then ended. Accordingly, the financial results of Smurfit Westrock as of and for the periods ended prior to July 5, 2024, do not include the financial results of Smurfit Kappa or WestRock and future results will not be comparable to historical results. Upon completion of the Combination, Smurfit Kappa and WestRock each became wholly owned subsidiaries of Smurfit Westrock with Smurfit Kappa shareholders owning approximately 50.4% and WestRock shareholders owning approximately 49.6%. The combined group is headquartered and domiciled in Dublin, Ireland, with North and South American headquarters in Atlanta, Georgia, U.S. Smurfit Westrock has a dual listing on the NYSE and the standard listing segment of the Official List of the FCA, and the Smurfit Westrock Shares have been admitted to trading on the NYSE and the main market for listed securities of the London Stock Exchange (“LSE”). |