Rock-Tenn Company Registration Statement on Form S-4 Declared Effective; RockTenn & Smurfit-Stone Joint Proxy Statement/Prosp...
27 Avril 2011 - 10:11PM
Business Wire
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.
Smurfit-Stone Container Corp. Common Stock (NYSE:SSCC)
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