| WestRock and KapStone Announce Preliminary Merger Consideration Election Results |
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| September 6, 2018 |
ATLANTA and NORTHBROOK, Ill. (News release) -- WestRock Company and KapStone Paper and Packaging Corporation announced the preliminary results of the elections as of 5 p.m. (Eastern Time) on September 5, 2018 (the "Election Deadline") made by KapStone stockholders 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 10:00 a.m. (Central Time) today, 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 by the Election Deadline, 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 of the acquisition. 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.
Based on information as of the Election Deadline, holders of 3,135,062 shares of KapStone common stock, or approximately 3.2% of the shares of KapStone common stock currently issued and outstanding, elected to receive Stock Consideration in respect of such shares. These are preliminary results. Because, based on such preliminary results, Stock Consideration is expected to be elected in respect of fewer than 25% of the shares of KapStone common stock outstanding as of immediately prior to the effective time of the acquisition, the election of Stock Consideration is not expected to be prorated.
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