EUROPEAN COMMISSION DG Competition

Only the English text is available and authentic.

REGULATION (EC) No 139/2004 MERGER PROCEDURE

Article 6(1)(b) NON-OPPOSITION Date: 05/04/2024

In electronic form on the EUR-Lex website under document number 32024M11323

EUROPEAN COMMISSION

Brussels, 5.4.2024 C(2024) 2372 final

PUBLIC VERSION

Smurfit Kappa Group plc Beech Hill, Clonskeagh Dublin 4 Ireland

WestRock Company 1000 Abernathy Road NE 30328 Atlanta GA USA

Dear Sir or Madam,

(1) On 11 March 2024, the European Commission received notification of a proposed concentration pursuant to Article 4 of the Merger Regulation, by which the undertaking Smurfit Kappa Group plc (‘SKG’), a publicly listed company incorporated in Ireland, will enter into a full merger within the meaning of Article 3(1)(a) of the Merger Regulation with WestRock Company (‘WestRock’), a publicly listed company incorporated in the United States, by way of purchase of 3 shares. ()

(2) The business activities of the undertakings concerned are the following:

– SKG is a multinational paper and packaging company. It is active in the manufacturing and sale of (i) corrugated case materials, sheets, and cases, (ii) solid board sheets and cases, (iii) paperboard and folding cartons, (iv) specialty packaging products, (v) packaging machinery, and (vi) paper derivatives such as recycled wastepaper and pulp,

1() OJ L 24, 29.1.2004, p. 1 (the ‘Merger Regulation’). With effect from 1 December 2009, the Treaty on the Functioning of the European Union (‘TFEU’) has introduced certain changes, such as the replacement of ‘Community’ by ‘Union’ and ‘common market’ by ‘internal market’. The terminology of the TFEU will be used throughout this decision. 2() OJ L 1, 3.1.1994, p. 3 (the ‘EEA Agreement’). 3() OJ C, C/2024/2220, 18.3.2024.

Commission européenne/Europese Commissie, 1049 Bruxelles/Brussel, BELGIQUE/BELGIË – Tel. +32 22991111

– WestRock is a multinational supplier of paper and packaging solutions. It is active in the manufacture and supply of paperboard, folding cartons, containerboard, and corrugated packaging products.

(3) After examination of the notification, the European Commission has concluded that the notified operation falls within the scope of the Merger Regulation and of paragraphs 5 (d) and 8 of the Commission Notice on a simplified treatment for 4 certain concentrations under Council Regulation (EC) No 139/2004. ()

(4) For the reasons set out in the Notice on a simplified treatment, the European Commission has decided not to oppose the notified operation and to declare it compatible with the internal market and with the EEA Agreement. This decision is adopted in application of Article 6(1)(b) of the Merger Regulation and Article 57 of the EEA Agreement.

For the Commission

(Signed) Olivier GUERSENT Director-General

4() OJ C 160, 5.5.2023, p. 1 (the ‘Notice on a simplified treatment’).

2