RockTenn Offers Prelim. Shareholder Merger Consideration Electrion Results

Rock-Tenn Company (RockTenn)

today announced the preliminary results of the elections made by its shareholders as to the form of merger consideration they wish to receive in connection with the combination of RockTenn and MeadWestvaco Corporation (MWV)

into WestRock Company (WestRock). As previously announced, under the terms of the business combination agreement, by and among RockTenn, MWV, WestRock, Rome Merger Sub, Inc. and Milan Merger Sub, LLC, subject to proration, allocation and certain limitations set forth in the business combination agreement, shareholders of RockTenn had the option to elect to receive for each share of RockTenn common stock (except for excluded shares and dissenting shares as more particularly set forth in the business combination agreement): the right to receive an amount in cash equal to the volume weighted average price per share of RockTenn common stock on the New York Stock Exchange for the consecutive period over the five trading days immediately preceding (but not including) the third trading day prior to the effective time of the combination (the "Cash Consideration"); or the right to receive one fully paid and nonassessable share of WestRock common stock (the "Stock Consideration"). Based on available information as of the election deadline, 5:00 p.m., Eastern Time, on June 23, 2015, the preliminary merger consideration election results were as follows: holders of 89,932,763 shares of RockTenn common stock, or approximately 63.8% of the outstanding shares of RockTenn common stock, elected to receive the Stock Consideration (which includes 4,767,371 shares of RockTenn common stock that made elections pursuant to guaranteed delivery procedures); holders of 14,047,427 shares of RockTenn common stock, or approximately 10.0% of the outstanding shares of RockTenn common stock, elected to receive the Cash Consideration (which includes 1,825,362 shares of RockTenn common stock that made elections pursuant to guaranteed delivery procedures); and holders of 36,906,413 shares of RockTenn common stock, or approximately 26.2% of the outstanding shares of RockTenn common stock, failed to make a valid election prior to the Election Deadline. Because, based on such preliminary results, the Cash Consideration option is expected to be oversubscribed, the consideration to be received by the holders who elected the Cash Consideration is expected to be prorated pursuant to the terms set forth in the business combination agreement. After the final results of the merger consideration election process are determined, the final allocation of merger consideration will be calculated in accordance with the terms of the business combination agreement. The parties are still awaiting the approval of the proposed combination by the shareholders of RockTenn and the stockholders of MWV at the respective special meetings to be held later this morning. Assuming receipt of such approvals, RockTenn and MWV expect to close the combination on July 1, 2015.