Rock-Tenn Co. and MeadWestvaco Corp. have entered into a definitive combination agreement to create a leading global provider of consumer and corrugated packaging ("NewCo") in a transaction with a combined equity value of $16 billion. The combined company, to be named prior to closing, will have combined net sales of $15.7 billion and adjusted EBITDA of $2.9 billion, including the impact of $300 million in estimated annual synergies to be achieved over the next three years.
Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, MWV stockholders will receive 0.78 shares of NewCo for each share of MWV held. RockTenn shareholders will be entitled to elect to receive either (a) 1.00 shares of NewCo or (b) cash in an amount equal to the volume weighted average price of RockTenn common stock during a five-day period ending three trading days prior to closing for each share of RockTenn held. The cash and stock elections by RockTenn shareholders will be subject to proration such that the resulting ownership of NewCo will be approximately 50.1 percent by MWV shareholders and 49.9 percent by RockTenn shareholders, and based on the shares outstanding today, approximately 7 percent of RockTenn shares will receive cash in lieu of stock. This targeted ownership ratio of NewCo will facilitate the continued favorable tax attributes of the previously announced spin-off of MWV's specialty chemicals business, which the parties intend to complete after the closing of the business combination.
"This transaction brings together two highly complementary organizations to create a new, more powerful company with leadership positions in the global consumer and corrugated packaging markets," said Steven Voorhees, ceo of RockTenn. "This is a terrific opportunity for shareholders, employees and customers of both companies, all of whom stand to benefit enormously from the combination. Importantly, our two companies are also an exceptional cultural fit, sharing a commitment to exceeding customer expectations and a focus on developing innovative packaging solutions. Planning for the integration of these two companies has already started and we expect to expeditiously realize the full value of cost synergies we have identified."
"We are creating the leading global provider of consumer and corrugated packaging solutions - and generating significant value for both companies' shareholders," said John Luke, Jr., chairman and ceo of MWV. "This transaction is a logical step that is borne of our strategic progress and financial success, and it offers MWV shareholders both immediate value and the opportunity to participate in significant upside as the new company generates substantial growth from its market-focused global strategy."
Voorhees will serve as ceo and president of the combined company, and Luke will become non-executive chairman of the board of directors. The board will be comprised of eight directors from RockTenn and six directors from MWV. Other key executives and their positions will be determined according to their strengths and will be named prior to closing. The combined company will maintain its principal executive offices in Richmond, Va., and will have operating offices in Norcross, Ga.
The transaction requires the approval of shareholders of both MWV and RockTenn and is subject to receipt of certain regulatory approvals and other customary closing conditions. Both parties target closing the transaction in the second calendar quarter of this year.
Blackstone Advisory Partners L.P. served as financial adviser to RockTenn in the transaction and provided its board of directors a fairness opinion. Lazard has also provided a fairness opinion to RockTenn's board of directors, as well as advice to the Company on certain matters related to the transaction. Cravath, Swaine & Moore LLP acted as RockTenn's legal counsel.
MWV's financial advisers were BofA Merrill Lynch and Goldman, Sachs & Co. Greenhill has also provided a fairness opinion to MWV's board of directors. Wachtell, Lipton, Rosen & Katz acted as MWV's legal counsel.