WestRock Company (NYSE:WRK) Files An 8-K Completion of Acquisition or Disposition of Assets

On June 6, 2017, to the Agreement and Plan of Merger, dated as of
January 23, 2017 (the Merger Agreement), by and among
WestRock Company, a Delaware corporation (WestRock), WRK
Merger Sub Limited, a Bermuda exempted company and a wholly owned
subsidiary of WestRock (Merger Sub), and Multi Packaging
Solutions International Limited, a Bermuda exempted company
(MPS), Merger Sub merged with and into MPS (the
Merger), with MPS surviving the Merger as a wholly owned
subsidiary of WestRock.

to the Merger Agreement, at the effective time of the Merger,
each issued and outstanding common share of MPS (other than
shares owned by (i) MPS or WestRock or any of their respective
subsidiaries or (ii) any MPS shareholder who did not vote in
favor of the Merger and who complied with all of the provisions
of the Companies Act 1981 of Bermuda concerning the right of
shareholders to require appraisal of their shares) was
automatically canceled and converted into the right to receive
$18.00 per common share of MPS (the Merger Consideration),
without interest.

Each MPS restricted stock award that was outstanding at the
effective time of the Merger was canceled in exchange for the
right to receive the Merger Consideration, without interest. Each
MPS restricted stock unit award that was outstanding at the
effective time of the Merger that was subject to
performance-based vesting conditions was canceled in exchange for
the right to receive the Merger Consideration, without interest,
with all applicable performance goals calculated as of the
closing date of the Merger as provided in the applicable
agreement governing such restricted stock unit award. Each MPS
restricted stock unit award that was outstanding at the effective
time of the Merger that was not subject to performance-based
vesting conditions was assumed by WestRock and converted into an
award of restricted stock units of WestRock after giving effect
to appropriate adjustments to reflect the consummation of the
Merger, as set forth in the Merger Agreement.

The Merger Agreement and the above description of the Merger
Agreement have been included to provide investors with
information regarding the terms of the Merger Agreement. It is
not intended to provide any other factual information about
WestRock, MPS or their respective subsidiaries or affiliates. The
representations, warranties and covenants contained in the Merger
Agreement were made only for purposes of that agreement and as of
specific dates, were solely for the benefit of the parties to the
Merger Agreement and may be subject to limitations agreed upon by
the parties in connection with negotiating the terms of the
Merger Agreement, including being qualified by confidential
disclosures made by each party to the other for the purposes of
allocating contractual risk between them that differ from those
applicable to investors. In addition, certain representations and
warranties may be subject to a contractual standard of
materiality different from those generally applicable to
investors and may have been used for the purpose of allocating
risk between the parties rather than establishing matters as
facts. Information concerning the subject matter of the
representations, warranties and covenants may change after the
date of the Merger Agreement, which subsequent information may or
may not be fully reflected in public disclosures by WestRock or
MPS. Investors should not rely on the representations, warranties
and covenants or any description thereof as characterizations of
the actual state of facts or condition of WestRock, MPS or any of
their respective subsidiaries, affiliates or businesses.

On June 6, 2017, WestRock issued a press release announcing the
completion of the Merger. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.