Smurfit Westrock Plc · NYSE:SW
Smurfit Westrock — WestRock — Merger or Acquisition (September 2023)
26 slides from Smurfit Westrock's merger presentation, Sep 12, 2023
Slide 1: Smurfit WestRock: Creating a global leader in sustainable packaging
Filed by Smurfit Kappa Group plc (Commission File No. 333-178633) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed Pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: WestRock Company (Commission File No. 001-38736) Smurfit WestRock Creating a global le
Slide 2: Important Additional Information
ADDITIONAL INFORMATION Important Additional Information This presentation has been prepared in connection with the combination (the “Combination”) of Smurfit Kappa Group plc (“Smurfit Kappa”) and WestRock Company (“WestRock”) and reflects information which is accurate as at the date of this presenta
Slide 3: Information Regarding Forward Looking Information
INFORMATION REGARDING FORWARD LOOKING INFORMATION This presentation contains forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act
Slide 4: Presenters
Presenters Smurfit Kappa WestRock David Sewell (CEO) Group Tony Smurfit (CEO) 4
Slide 5: A global leader in sustainable packaging
A global leader in sustainable packaging Creating the global ‘Go-To’ packaging partner of choice 1 • Combined Adj. Revenue of $34bn and Adj. EBITDA of $5.5bn • Unparalleled geographic reach in the most attractive packaging markets • Highly complementary portfolios with product diversity • Leadership
Slide 6: Summary of transaction terms
Summary of transaction terms Transaction • Stock and cash combination of Smurfit Kappa and WestRock; WestRock common stockholders to receive one new Smurfit WestRock share (the “New 1 Structure Share”) and $5.00 in cash (equivalent to $43.51) ; Smurfit Kappa shareholders to receive one New Share for
Slide 7: David Sewell
David Sewell a (=) io SwestRock
Slide 8: Combination of two highly complementary paper-based packaging companies
Combination of two highly complementary paper-based packaging companies Creating the packaging partner of choice for all stakeholders • Leading integrated corrugated packaging company • Leading North American corrugated and consumer packaging company • European leader in containerboard and corrugate
Slide 9: Product balance delivers comprehensive offering of packaging solutions
Product balance delivers comprehensive offering of packaging solutions Renewable, recyclable and biodegradable packaging solutions 1 Geographic mix Corrugated, paper & other Consumer packaging 1 1 packaging (approx. 85% ): (approx. 15% ): • cereals • beauty & personal care • confectionary & snacks •
Slide 10: Leveraging unique portfolio to drive growth
Leveraging unique portfolio to drive growth Corrugated Consumer Machinery and Long-Term Growth + + = Packaging Packaging Automation Opportunity • Broad portfolio uniquely positioned to serve our customers’ sustainable packaging needs • Strong customer relationships and complementary solutions to cap
Slide 11: Shared Sustainability ambition
Shared Sustainability ambition Climate Sustainable Water Sustainable Health Diversity and Communities Change Forestry Stewardship Packaging and Safety Inclusion Net zero 95% packaging 60% reduction in 30% reduction At least 5% 25% of € 24 million donated emissions by 2050 solutions sold as Chemical
Slide 12: Innovative packaging solutions for a sustainable future
Innovative packaging solutions for a sustainable future Smurfit WestRock is uniquely positioned to deliver on the mega- trend opportunity Renewable, recyclable Partnerships focused on and biodegradable advancing packaging sustainability Broadest set of paper- Scale to accelerate based solutions in p
Slide 13: Tony Smurfit
Tony Smurfit 13) a SWestRock
Slide 14: Unparalleled global reach with leading operational footprint
Unparalleled global reach with leading operational footprint Scale and quality of the combined business ~100,000 42 ~500 67 1 2 employees countries converting operations mills Experienced management teams with strong track record of execution and delivery to support global operations 1 Approximate f
Slide 15: Combined scale creates industry leader
Combined scale creates industry leader Scale and quality of the combined business 1 Revenue $m 35,000 30,000 Smurfit Geographically Customer-focused Experienced WestRock balanced highly packaging proposition management teams integrated corrugated with unique innovation with track record of 25,000 an
Slide 16: Geographically balanced with limited overlap
Geographically balanced with limited overlap Combining two complementary portfolios to create a global leader North America Europe and Other Latin America 278 46 44 253 232 209 2 mills 199 191 166 173 19 87 14 68 71 8 5 57 7 plants 1 mill 25 26 25 23 16 11 Smurfit Kappa WestRock Smurfit WestRock Smu
Slide 17: Strategic and operational rationale
Strategic and operational rationale Creating the packaging partner of choice for all stakeholders • Combining two highly complementary portfolios to create a global leader in sustainable packaging • Unparalleled geographic reach across 42 countries • Complementary portfolios with unique product dive
Slide 18: Financial rationale
Financial rationale Unique point in time opportunity to create value for stakeholders 1 • Combined Adj. Revenue of $34bn and Adj. EBITDA of $5.5bn • Combining Smurfit Kappa and WestRock on equivalent multiples • Expected to deliver high single digit accretion to Smurfit Kappa’s earnings per share on
Slide 19: Targeting synergies in excess of $400 million and further efficiencies
Targeting synergies in excess of $400 million and further efficiencies •Identified Synergies •Further Potential Synergies Commercial synergies ✓ SG&A Cross-selling opportunities ✓ ~20% Integration Best practice and transfer of knowledge ~60% ✓ Greater efficiency on capital spend ✓ + $400m Improved a
Slide 20: Enhanced financial profile
Enhanced financial profile Unique opportunity to create value for stakeholders Smurfit WestRock Adj. Revenue € 12.3bn $ 21.0bn $ 34bn Adj. EBITDA (excl. synergies) € 2.3bn $ 3.2bn $ 5.5bn % margin 18.7% 15.2% 16.2% 1 Adj. Free Cash Flow € 1.6bn $ 1.8bn $ 3.4bn 2 Net Leverage Ratio 1.4x 2.5x 2.3x Cre
Slide 21: A global leader in sustainable packaging
A global leader in sustainable packaging • Creating a global leader in sustainable packaging – a defining moment within the packaging industry • Unparalleled scale, quality and exposure to the most attractive packaging markets • Culturally aligned organisations with strong customer focus • Unique po
Slide 22: Smurfit WestRock: A global leader in sustainable packaging
Smurfit WestRock A global leader in sustainable packaging
Slide 23: Thank you
Thank you aa (=): SwestRock
Slide 24: Appendix
Appendix | Ca] Qe" S WestRock
Slide 25: Indicative Timetable to Completion
Indicative Timetable to Completion Key Activities Dates Transaction announcement 12 September 2023 WestRock FY2023 results November 2023 Smurfit Kappa FY2023 results February 2024 Transaction documentation published H1 2024 Smurfit Kappa shareholder and WestRock stockholder votes H1 2024 Expected cl
Slide 26: Financial Notes: Sources of information and bases of calculation
Financial Notes: Sources of information and bases of calculation Unless otherwise stated: financial information relating to Smurfit Kappa Group has been extracted or derived from the audited results for the twelve months ended 31 December 2022 and unaudited results for the six months ended 30 June 2