KapStone Paper and Packaging Corporation (NYSE:KS) Files An 8-K Other EventsItem 8.01 Other Events.
On April13, 2018, KapStone Paper and Packaging Corporation (“KapStone”) and WestRock Company (“WestRock”) received requests for additional information and documentary materials from the U.S. Department of Justice (“DOJ”) in connection with the pending acquisition of KapStone by WestRock, through Whiskey Holdco,Inc. (“Holdco”). The requests, frequently referred to as a “second request”, were issued under notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
On August6, 2018, WestRock and KapStone entered into a timing agreement with the DOJ under which WestRock and KapStone agreed not to consummate the pending acquisition earlier than 75 days after they certify substantial compliance with the DOJ’s second request, unless they have received notice from the DOJ prior to the end of such 75 day period that the DOJ has closed its investigation of the pending acquisition. KapStone and WestRock currently expect to certify substantial compliance with the DOJ’s second request in August2018. KapStone and WestRock expect to complete the pending acquisition by the end of calendar year 2018. Completion of the pending acquisition remains subject to KapStone stockholder approval and other customary closing conditions. WestRock and KapStone continue working closely and cooperatively with the DOJ as it conducts its review of the pending acquisition.
Additional Information Regarding the Transaction and Where to Find It
This Current Report on Form8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This Current Report on Form8-K is being filed in respect of the proposed merger transaction involvingKapStone, WestRock, Holdco, Kola Merger Sub,Inc., a wholly-owned subsidiary of Holdco, and Whiskey Merger Sub,Inc., a wholly-owned subsidiary of Holdco. The proposed transaction will be submitted to KapStone’s stockholders for their consideration. In connection therewith, Holdco has filed a registration statement on FormS-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which included a document that serves as a prospectus with respect to the shares that may be issued by Holdco in the proposed transaction and a proxy statement of KapStone (the “proxy statement/prospectus”). The Registration Statement was declared effective by the SEC on August1, 2018. On or about August2, 2018, KapStone commenced mailing the definitive proxy statement/prospectus to its stockholders of record as of the close of business on July30, 2018. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION,INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the Registration Statement and the definitive proxy statement/prospectus, any amendments or supplements thereto and other documents containing important information about each of KapStone, WestRock and Holdco, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by WestRock will be available free of charge on WestRock’s website at www.westrock.com or by contacting James Armstrong, WestRock’s Vice President—Investor Relations, at (470) 328-6327. Copies of the documents filed with the SEC by KapStone will be available free of charge on KapStone’s website atwww.kapstonepaper.comunder the heading “SEC Filings” within the “Investors” section of KapStone’s website or by contacting Andrea K. Tarbox, KapStone’s Executive Vice President and Chief Financial Officer, at (847) 239-8812.
Participants in the Solicitation
KapStone, WestRock, their respective directors and executive officers, certain other members of KapStone’s and WestRock’s respective management and certain of KapStone’s and WestRock’s respective employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of KapStone is set forth in the definitive proxy statement/prospectus, which was filed with the SEC on August 1, 2018, its current report on Form 8-K filed with the SEC on July 5, 2018, its proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on April27, 2018, and its annual report on Form10-K for the fiscal year ended December31, 2017, which was filed with the SEC on February23, 2018, and information about the directors and executive officers of WestRock is set forth in its proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on December19, 2017, and its annual report on Form10-K for the fiscal year ended September30, 2017, which was filed with the SEC on November20, 2017. Each of these documents can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation