Rock-Tenn Company (NYSE: RKT) and Smurfit-Stone Container Corporation
(NYSE: SSCC) today announced that the Securities and Exchange Commission
has declared effective the Form S-4 Registration Statement concerning
the agreement and plan of merger between them. The Joint Proxy
Statement/Prospectus contained in the registration statement will be
mailed on or about April 29, 2011 to RockTenn shareholders and
Smurfit-Stone stockholders of record as of April 8, 2011.
The issuance of RockTenn shares of common stock in connection with the
merger is subject to the approval of RockTenn shareholders. RockTenn
shareholders will vote at a special meeting of RockTenn shareholders on
May 27, 2011 at 9:00 a.m., Eastern time, at the Grand Hyatt Atlanta at
3300 Peachtree Road, N.E., Atlanta, Georgia 30305. In addition, the
approval and adoption of the merger agreement is subject to the approval
of Smurfit-Stone stockholders. Smurfit-Stone stockholders will vote at a
special meeting of stockholders of Smurfit-Stone on May 27, 2011 at 9:00
a.m., Central time, at 6 City Place Drive, Creve Coeur, Missouri 63141.
As of the date of this press release, the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired and
certain other designated competition-related regulatory approvals
required for closing the merger have been obtained. Accordingly, the
parties expect to close the proposed merger transaction soon after the
companies conduct their special meetings and receive the requisite
shareholder approvals.
About RockTenn
RockTenn (NYSE:RKT) is one of North America’s leading manufacturers of
paperboard, containerboard and consumer and corrugated packaging, with
annual net sales of $3 billion. RockTenn’s 10,000 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 Smurfit-Stone Container Corporation
Smurfit-Stone (NYSE:SSCC) is one of the industry’s leading integrated
containerboard and corrugated packaging producers and one of the world’s
largest paper recyclers. The Company is a member of the Sustainable
Forestry Initiative®. Smurfit-Stone generated revenue of $6.3 billion in
2010; has led the industry in safety every year since 2001; and conducts
its business in compliance with the environmental, health and safety
principles of the American Forest & Paper Association.
Additional Information and Where to Find It
In connection with the proposed transaction, RockTenn and Smurfit-Stone
Container Corporation have made various filings with the Securities and
Exchange Commission (the "SEC”), including the filing by RockTenn of a
registration statement on Form S-4 that includes a joint proxy
statement/prospectus of RockTenn and Smurfit-Stone Container Corporation
that also constitutes a prospectus of RockTenn.
RockTenn shareholders and Smurfit-Stone Container Corporation
stockholders are urged to read the registration statement on Form S-4
and the related joint proxy statement/prospectus, as well as other
documents filed with the SEC, because they contain important information.
The final joint proxy statement/prospectus will be mailed to
shareholders of RockTenn and stockholders of Smurfit-Stone. Investors
and security holders may obtain free copies of these documents (when
they are available) and other documents filed with the SEC at the SEC’s
website at www.sec.gov,
or by contacting RockTenn Investor Relations at 678-291-7900 or
Smurfit-Stone Container Corporation Investor Relations at 314-656-5553.
Participants in the Merger Solicitation
RockTenn, Smurfit-Stone Container Corporation and their respective
directors, executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies in respect of the transaction. Information concerning RockTenn’s
executive officers and directors is set forth in its definitive proxy
statement filed with the SEC on December 17, 2010. Information
concerning Smurfit-Stone Container Corporation’s executive officers and
directors is set forth in its Annual Report on Form 10-K for the year
ended December 31, 2010, which was filed with the SEC on February 15,
2011, as amended by Smurfit-Stone’s Annual Report on Form 10-K/A filed
on March 29, 2011. Additional information regarding the interests of
participants of RockTenn and Smurfit-Stone Container Corporation in the
solicitation of proxies in respect of the transaction will be included
in the above-referenced registration statement on Form S-4 and joint
proxy statement/prospectus when it becomes available. You can obtain
free copies of these documents from RockTenn and Smurfit-Stone Container
Corporation using the contact information below.
