Ademi LLP is investigating WestRock (NYSE:WRK) for possible breaches of fiduciary duty and other violations of law in its transaction with Smurfit Kappa.
In the transaction, WestRock stockholders are expected to receive only WestRock shareholders will receive one share in the new company, Smurfit WestRock, and $5 in cash for each share they hold, resulting in their ownership of approximately 49.6% of the new company once the deal is completed. The transaction agreement unreasonably limits competing transactions for WestRock by imposing a significant penalty if WestRock accepts a competing bid. WestRock insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of WestRock’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.