WestRock Company (NYSE:WRK) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Merger Agreement

On January 23, 2017, 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), entered into an Agreement
and Plan of Merger (the Merger Agreement), providing for,
subject to the satisfaction or waiver of specified conditions,
the acquisition of MPS by WestRock at a price of $18.00 per
common share of MPS (the Merger Consideration). Subject to
the terms and conditions set forth in the Merger Agreement,
Merger Sub will be merged with and into MPS (the Merger),
with MPS surviving the Merger as a wholly owned subsidiary of
WestRock. The Merger Agreement was approved by the Boards of
Directors of both WestRock and MPS.

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 complies with all of the provisions of the
Companies Act 1981 of Bermuda concerning the right of
shareholders to require appraisal of their shares) will
automatically be canceled and converted into the right to receive
the Merger Consideration, without interest.

Each MPS restricted stock award outstanding at the effective time
of the Merger will be canceled in exchange for the right to
receive the Merger Consideration, without interest. Each MPS
restricted stock unit award outstanding at the effective time of
the Merger that is subject to performance-based vesting
conditions will be 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
outstanding at the effective time of the Merger that is not
subject to performance-based vesting conditions will be 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 consummation of the Merger is subject to the approval of the
Merger Agreement by MPS shareholders, which under applicable
Bermuda law requires the affirmative vote of three-fourths of the
outstanding MPS common shares voting at the MPS shareholder
meeting. In addition, the consummation of the Merger is subject
to other customary closing conditions, including, among others,
(i) expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, (ii)receipt of required antitrust approvals in the
European Union, China, Canada and Mexico and (iii) the absence of
any applicable law, judgment, legal restraint, prohibition or
binding order that prevents, makes illegal or prohibits the
consummation of the Merger. The obligation of each party to
consummate the Merger is also conditioned upon the other partys
representations and warranties being true and correct, subject to
certain specified materiality qualifiers, and the other party
having performed in all material respects its obligations under
the Merger Agreement, in each case as set forth in the Merger
Agreement.

WestRock and MPS have agreed to customary representations,
warranties and covenants in the Merger Agreement. MPS is
required, among other things: (i) to conduct its business in the
ordinary course consistent with past practice during the interim
period between the execution of the Merger Agreement and the
consummation of the Merger, (ii)not to solicit alternative
transactions and (iii) not to participate in discussions or
negotiations regarding alternative transactions, in each case,
subject to certain exceptions. In addition, the Merger Agreement
contains covenants that require MPS to call and hold a
shareholder meeting and, subject to certain exceptions, require
the MPS Board of Directors to recommend to its shareholders the
approval of the Merger and the Merger Agreement. The Merger
Agreement generally requires each party to take all actions
necessary to resolve objections under any antitrust law, except
that WestRock is not required to take any Divestiture Action (as
defined in the Merger Agreement) with respect to any products,
services, assets, businesses or contractual arrangements of: (i)
MPS and its subsidiaries if such Divestiture Action would
reasonably be expected to have a material adverse effect on MPS
and its subsidiaries, taken as a whole, or (ii) WestRock or its
subsidiaries.

The Merger Agreement contains certain termination rights for both
WestRock and MPS, including in the event that (i)the Merger is
not consummated on or before October 23, 2017 (which deadline may
be extended, under certain circumstances, to January 23, 2018),
(ii)the approval of the shareholders of MPS is not obtained or
(iii) MPS terminates the Merger Agreement to enter into a
definitive written agreement providing for a superior alternative
transaction (as set forth in the Merger Agreement). The Merger
Agreement further provides that, upon termination of the Merger
Agreement under specified circumstances, including termination of
the Merger Agreement by MPS to enter into a definitive written
agreement providing for a superior alternative transaction or as
a result of an adverse change in the recommendation of the MPS
Board of Directors, MPS may be required to pay to WestRock a
termination fee of $42.4 million.

The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, a copy of
which is attached hereto as Exhibit 2.5 and is incorporated
herein by reference.

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.

Voting Agreements

On January 23, 2017, concurrently with the execution of the
Merger Agreement, WestRock entered into separate voting
agreements (the Voting Agreements) with each of Mustang
Investment Holdings L.P. (Mustang Holdings), an affiliate
of Madison Dearborn Partners, LLC, and CEP III Chase S. r.l.
(CEP III), an affiliate of The Carlyle Group. Mustang
Holdings owns approximately 30% of the outstanding MPS common
shares. CEP III owns approximately 27% of the outstanding MPS
common shares. to the Voting Agreements, Mustang Holdings and CEP
III have each agreed to vote all of their respective MPS common
shares in favor of the approval of the Merger Agreement and the
Merger, and against, among other things, alternative
transactions.

In addition, Mustang Holdings and CEP III have each agreed not to
(i)transfer their respective MPS common shares, or (ii)solicit
alternative transactions or participate in discussions or
negotiations regarding alternative transactions, in each case,
subject to certain exceptions.

Each Voting Agreement will terminate upon the earliest to occur
of (i)the termination of the Merger Agreement in accordance with
its terms, (ii)the effectiveness of the Merger in accordance with
the terms of the Merger Agreement and (iii)the amendment of the
Merger Agreement without the consent of Mustang Holdings or CEP
III, as applicable, in a manner adverse to such shareholder.

The foregoing description of the Voting Agreements does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Voting Agreements, copies of
which are attached hereto as Exhibits 2.6 and 2.7 and are
incorporated herein by reference.

Cautionary Statements Regarding Forward-Looking
Statements

Any statements in this communication about WestRocks
expectations, beliefs, plans or forecasts, including statements
regarding the proposed acquisition of MPS by WestRock, the
expected timetable for completing the transaction, benefits and
synergies of the transaction and future opportunities for the
combined company and products and securities, that are not
historical facts are forward-looking statements. These statements
are typically identified by words or phrases such as may, will,
could, should, would, anticipate, estimate, expect, project,
intend, plan, believe, target, prospects, potential and forecast,
and other words, terms and phrases of similar meaning.
Forward-looking statements involve estimates, expectations,
projections, goals, forecasts, assumptions, risks and
uncertainties. WestRock cautions readers that a forward-looking
statement is not a guarantee of future performance, and actual
results could differ materially from those contained in
forward-looking statements. Among the key factors that could
cause actual results to differ materially from those projected in
the forward-looking statements, are the following: the parties
ability to consummate the transaction; the conditions to the
completion of the transaction, including the receipt of MPS
shareholder approval; the regulatory approvals required for the
transaction may not be obtained on the terms expected or on the
anticipated schedule; the parties ability to meet expectations
regarding the timing, completion and accounting and tax
treatments of the transaction; the possibility that the parties
may be unable to achieve expected synergies and operating
efficiencies in the arrangement within the expected time-frames
or at all and to successfully integrate MPS operations into those
of WestRock; such integration may be more difficult,
time-consuming or costly than expected; operating costs, customer
loss and business disruption (including, without limitation,
difficulties in maintaining relationships with employees,
customers, clients or suppliers) may be greater than expected
following the transaction; the retention of certain key employees
of MPS may be difficult; WestRock and MPS are subject to intense
competition and increased competition is expected in the future;
fluctuations in foreign currencies could result in transaction
losses and increased expenses; general economic conditions that
are less favorable than expected. Additional information and
other factors are contained in WestRocks Annual Report on Form
10-K for the fiscal year ended September 30, 2016, recent current
report on Form 8-K and recent proxy statement on Schedule 14A
filed with the Securities and Exchange Commission (SEC).
Because the factors referred to above could cause actual results
or outcomes to differ materially from those expressed or implied
in any forward-looking statements made by WestRock, you should
not place undue reliance on any such forward-looking statements.
Further, any forward-looking statement speaks only as of the date
of this communication, and WestRock and MPS undertake no
obligation to update any forward-looking statement to reflect
events or circumstances after such date, except as required by
applicable law.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in
respect of the proposed acquisition of MPS by WestRock. In
connection with the proposed acquisition, MPS intends to file
relevant materials with the SEC, including MPS proxy statement in
preliminary and definitive form. Shareholders of MPS are
urged to read all relevant documents filed with the SEC,
including MPS definitive proxy statement, because they will
contain important information about the proposed
transaction. Investors and security holders are able to
obtain the documents (once available) free of charge at the SECs
web site, http://www.sec.gov. Such documents are not currently
available.

Participants in Solicitation

WestRock and its directors and executive officers, and MPS and
its directors and executive officers, may be deemed to be
participants in the solicitation of proxies from the holders of
MPS common shares in respect of the proposed transaction.
Information about the directors and executive officers of
WestRock is set forth in the proxy statement for WestRocks 2017
Annual Meeting of stockholders, which was filed with the SEC on
December 16, 2016. Information about the directors and executive
officers of MPS is set forth in the proxy statement for MPSs 2016
Annual General Meeting of Members, which was filed with the SEC
on October 6, 2016. Investors may obtain additional information
regarding the interest of such participants by reading the proxy
statement regarding the acquisition (once available).

Non-Solicitation

This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.

On January 24, 2017, WestRock and MPS issued a joint press
release to announce the execution of the Merger Agreement. A copy
of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

On January 24, 2017, WestRock held an investor conference call. A
transcript of the related online simulcast is attached as Exhibit
99.2 and incorporated herein by reference.

About WestRock Company (NYSE:WRK)

WestRock Company is a multinational provider of paper and packaging solutions for consumer and corrugated packaging markets. The Company also develops real estate in the Charleston, South Carolina region. The Company’s segments include Corrugated Packaging, Consumer Packaging, and Land and Development. The Corrugated Packaging segment consists of its containerboard mill and corrugated packaging operations, as well as its recycling operations. The Consumer Packaging segment consists of consumer mills, folding carton, beverage, merchandising displays, home, health and beauty dispensing, and partition operations. The Land and Development segment is engaged in the development and sale of real estate primarily in Charleston, South Carolina. As of September 30, 2016, the Company owned approximately 61,000 acres of development landholdings primarily in the Charleston, South Carolina region. The Corrugated Packaging segment produces containerboard and high-graphics preprinted linerboard.

WestRock Company (NYSE:WRK) Recent Trading Information

WestRock Company (NYSE:WRK) closed its last trading session up +1.57 at 55.61 with 3,313,795 shares trading hands.