WestRock and KapStone Paper and Packaging Corp. have announced an anticipated election deadline of 5:00 p.m. New York City time on September 5, 2018 for KapStone stockholders to elect to receive shares of common stock, par value $0.01 per share, of Whiskey Holdco, Inc. as consideration in the acquisition of KapStone by WestRock through Holdco. If the KapStone special meeting of stockholders, currently scheduled for 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.
KapStone stockholders have the option, with respect to each share of KapStone common stock they hold, to receive $35.00 per share in cash, or to elect to receive 0.4981 shares of Holdco common stock and cash in lieu of fractional shares, 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. 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. The election of stock consideration will be subject to proration procedures, which are further described in the proxy statement/prospectus of KapStone and Holdco, dated August 1, 2018, and mailed to KapStone stockholders beginning on August 2, 2018.
