Rock-Tenn Company (NYSE:RKT) entered into a definitive combination agreement to acquire MeadWestvaco Corporation (NYSE:MWV) from Starboard Value LP, Starboard Leaders Fund LP and others for $8.3 billion in stock in a merger of equals transaction on January 25, 2015. As per the agreement, Rock-Tenn and MeadWestvaco will be combined to form a new company. The shareholders of MeadWestvaco will receive 0.78 shares in the combined company for each share held in MeadWestvaco and the shareholders of Rock-Tenn will elect to receive either 1 share in the combined company for each share held in Rock-Tenn or cash in an amount equal to the volume weighted average price of Rock-Tenn common stock during a five-day period ending three trading days prior to closing for each share held in Rock-Tenn. The agreement provides that the RockTenn stock options and other equity awards and the MWV stock options and other equity awards generally will convert upon the closing into stock options and equity awards with respect to new company common stock, after giving effect to appropriate adjustments to reflect the consummation of the mergers. In event of termination, MeadWestvaco will pay Rock-Tenn a termination fee of $230 million.

The cash and stock elections by Rock-Tenn shareholders will be subject to proration such that the resulting ownership of the combined company will be approximately 50.1% by MeadWestvaco shareholders and 49.9% by Rock-Tenn shareholders, and based on the shares outstanding on announcement, approximately 7% of Rock-Tenn shares will receive cash in lieu of stock. In addition, MeadWestvaco will complete the spin-off of its specialty chemicals business after the completion of the merger. Steven C. Voorhees, Chief Executive Officer of Rock-Tenn, will serve as Chief Executive Officer and President of the combined company and John A. Luke, Jr., Chairman and Chief Executive Officer of MeadWestvaco will become Non-Executive Chairman of the Board of Directors of the combined company. The Board will be comprised of eight Directors from Rock-Tenn and six Directors from MeadWestvaco. Executive Leadership team would include Bob Beckler would be President of Packaging Solutions, Nina Butler, would be Chief Sustainability Officer, Ward Dickson would be Chief Financial Officer, Pete Durette would be Chief Strategy Officer, Jim Porter would be President, of Paper Solutions, Linda Schreiner would be Chief Integration Officer, Ed Rose, President of Specialty Chemicals, and Ken Seeger, President of Community Development and Land Management, will continue in their current leadership roles and report to Voorhees. The combined company will maintain its principal executive offices in Richmond, Virginia and will have operating offices in Norcross, Georgia.

The transaction is subject to approval of shareholders of both MeadWestvaco and Rock-Tenn, receipt of certain domestic and foreign regulatory approvals, antitrust approval, effectiveness of the Form S-4, approvals from New York Stock Exchange for listing of shares issued in consideration, receipt of certain tax opinions and other customary closing conditions. The transaction has been unanimously approved by the Boards of Rock-Tenn and MeadWestvaco. The transaction can be terminated if not consummated by January 25, 2016. The transaction is expected to complete in the second calendar quarter of 2015. The merger is expected to close by July. The transaction will provide estimated annual synergies of $300 million at the end of third year and it is expected to be accretive to the EBIT margin and EBITDA margin of the combined company. As of March 10, 2015, waiting period under the Hart-Scott-Rodino Act of 1976 with respect to the transaction has expired. As of April 19, 2015 Fair trade watchdog CCI approved the transaction. As announced on May 18, 2015, the name of the new combined company will be WestRock Company and it will trade on New York Stock Exchange under the ticker symbol WRK. The transaction is expected to complete on or about June 30, 2015. As on June 23, 2015, holders of 63.8% of the shares of RockTenn common stock, elected to receive the stock consideration, 10% elected to receive the cash and 26.2% failed to make a valid election prior to the election deadline. The transaction is still subject to the approval from shareholders of RockTenn and MWV. The acquisition is expected to close on July 1, 2015. As announced on June 25, 2015, the transaction is approved by the shareholders of Rock-Tenn and MeadWestvaco.

William Oglesby, Karl Knapp, Bill Hobbs, Kerry Greer and Tyler Garell of Blackstone Advisory Partners L.P. acted as financial advisor and provided fairness opinion to the Board of Directors of Rock-Tenn and will be paid approximately $25 million as advisory fees. Donald Fawcett and William Lewis of Lazard acted as fairness opinion provider to Rock-Tenn and will be paid $4 million as advisory fees. Richard Hall, Andrew R. Thompson, Bomi Lee, Kyle C. Harmon, Matthew G. Jones, Michael L. Schler, Ashley N. Elnicki, Eric W. Hilfers, Jarrett R. Hoffman, Matthew J. Bobby, Matthew Morreale, Coy E. Brewer III, Daniel P. Herrmann of Cravath, Swaine & Moore LLP acted as legal advisor to Rock-Tenn. Ravi Sinha, Joseph Messina, Kevin England, Bobby Connell and Ashrika Kohli of Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as financial advisors to MeadWestvaco and will be paid approximately $27 million as advisory fees. James Flicker of Greenhill & Co., LLC acted as financial advisor to MeadWestvaco and will be paid approximately $2.5 million as advisory fees. Dusty Philip of Goldman, Sachs & Co acted as financial advisors to MeadWestvaco and will be paid approximately $27 million as advisory fees. Georgeson Inc. acted as information agent to both, Rock-Tenn and MeadWestvaco, and will be paid fees of $16,000 and $19,500 respectively. Computershare, Inc. acted as exchange agent to the Boards of both, Rock-Tenn and MeadWestvaco.

Gregory Ostling, Nelson O. Fitts, Adam J. Shapiro, Jodi J. Schwartz, Joshua M. Holmes, Elliott V. Stein, Mark Stagliano, Alexander Whatley, Katherine A. O'Neill, Michael S. Benn, Austin T. Witt, Richard M. Ross and Michael Sabbah of Wachtell, Lipton, Rosen & Katz acted as legal advisors to MeadWestvaco. David Schwartzbaum, Michelle Matthews and Elizabeth Kalenik of Greenberg Traurig acted as legal advisors to Rock-Tenn Company. Marie L. Gibson and Stephen F. Arcano of Skadden acted as legal advisor to Greenhill & Co. LLC. Gibson, Dunn & Crutcher LLP acted as the legal advisor for Lazard Frères & Co. LLC. Stephen M. Kotran and Robert B. Fischbeck of Sullivan & Cromwell LLP advised BofA Merrill Lynch in the transaction. Bryan Locke, Carissa Felger and Elizabeth Smith of Sard Verbinnen & Co acted as public relations advisors for RockTenn. Steve Frankel and Joseph Snodgrass of Joele Frank, Wilkinson Brimmer Katcher acted as public relations advisors for MeadWestvaco.

Rock-Tenn Company (NYSE:RKT) completed the acquisition of MeadWestvaco Corporation (NYSE:MWV) from Starboard Value LP, Starboard Leaders Fund LP and others in a mergers of equal transaction July 1, 2015.