WestRock Company (NYSE:WRK) signed a definitive agreement to acquire Multi Packaging Solutions International Limited (NYSE:MPSX) from Madison Dearborn Partners, LLC and Carlyle European Capital Partners III, L.P., managed by The Carlyle Group LP (NasdaqGS:CG) for $1.4 billion on January 23, 2017. Under the terms of agreement, WestRock will acquire all of the outstanding shares of Multi Packaging for $18.00 per share in cash and each restricted stock unit award and restricted stock unit awards of Multi Packaging Solutions that is subject to performance-based vesting conditions and each restricted stock award of the Multi Packaging Solutions that is outstanding will be cancelled and terminated and each holder will have the right to receive an amount in cash equal to the number of MPS Shares subject to such award multiplied by the merger consideration less applicable withholding taxes. The transaction will be financed through a combination of cash on hand and existing credit facilities. WestRock expects to refinance existing MPS debt assumed as part of the transaction upon closing. Post completion of the transaction, Multi Packaging Solutions will operate as the wholly owned subsidiary of WestRock. As part of the agreement, in case of termination of the transaction, MPS shall pay a termination fee of $42.4 million to WestRock. Marc Shore and Dennis Kaltman, President of MPS, will join WestRock as part of the transaction.

The transaction is subject to the approval of the shareholders of MPS, consummation of the merger under the Hart–Scott–Rodino Antitrust Improvements Act and other antitrust and regulatory approvals. As of January 24, 2017, the Board of Directors of MPS and WestRock approved the proposed transaction. As of March 8, 2017, FTC granted the early termination notice. As of April 5, 2017, MPSX shareholders voted in favor of the transaction. As on May 18, 2017, European Commission approved the transaction. The transaction is expected to close on June 30, 2017. The acquisition is expected to be immediately accretive to WestRock's financial results, both on an earnings per share basis and cash flow basis, inclusive of purchase accounting adjustments.

American Stock Transfer & Trust Company LLC acted as the paying agent for MPS in this transaction. Karl Knapp of PJT Partners served as financial adviser to WestRock in the transaction and provided its Board of Directors a fairness opinion. Donald Fawcett of Lazard acted as financial advisor to WestRock. Ravi Sinha and Rick Gentile of Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as MPS' exclusive financial advisors in connection with this transaction. Matthew J. Richards, Jane Goldstein, Zachary Blume, David Saltzman and Jennifer Rikoski of Ropes & Gray LLP acted as the legal advisors to Multi Packaging Solutions. Richard Hall, J. Leonard Teti II, Jennifer S. Conway and Matthew Morreale of Cravath, Swaine & Moore LLP acted as the legal advisors to WestRock. Rob Faasen, Wijnand Blom, Jonathan Talacko & Taoufik Yekhlef of Eversheds & Sutherland LLP acted as a legal advisor to WestRock Company.

WestRock Company (NYSE:WRK) completed the acquisition of Multi Packaging Solutions International Limited (NYSE:MPSX) from Madison Dearborn Partners, LLC and Carlyle European Capital Partners III, L.P., managed by The Carlyle Group LP (NasdaqGS:CG) on June 6, 2017. Pursuant to the closing, MPSX requested that the New York Stock Exchange suspend trading of common shares of MPSX and remove MPSX common shares from listing on the NYSE. Sullivan & Cromwell LLP represented Merrill Lynch, financial advisor to Multi Packaging Solutions International Limited.