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The planned separation, which is expected to be tax-free to WestRock stockholders, except with respect to fractional shares, is expected to be completed on May 15, 2016.
"Today's announcement is a major milestone in the completion of our spin-off of WestRock's specialty chemicals business," said Steve Voorhees, chief executive officer of WestRock. "The separation of Ingevity from WestRock will create an independent, publicly traded specialty chemicals company. We expect Ingevity to have the foundation and focus to sustain and grow its business to generate exceptional long-term returns for its stockholders."
Transaction Details
The separation will occur by means of a pro-rata distribution of all of the stock of Ingevity to WestRock stockholders. The distribution remains subject to satisfaction of the conditions described in the preliminary information statement included with Ingevity's Form 10 Registration Statement, which was initially filed on October 6, 2015 with the U.S. Securities and Exchange Commission (SEC).
In the distribution, WestRock stockholders will receive one share of Ingevity common stock for every six common shares of WestRock held as of the close of business on May 4, 2016, the record date for the distribution. Subject to the satisfaction of the conditions to the distribution, the distribution is expected to occur on May 15, 2016. No fractional shares of Ingevity will be issued. Stockholders will receive cash in lieu of fractional shares.
Trading of WestRock and Ingevity Shares
Beginning on or about May 2, 2016, it is expected that "when-issued" trading will begin for shares of Ingevity common stock on the New York Stock Exchange (NYSE) under the ticker symbol "NGVT.WI". Ingevity common shares are expected to begin "regular way" trading on May 16, 2016 on the NYSE under the ticker symbol "NGVT".
Also beginning on or about May 2, 2016, and continuing through the distribution date, it is expected that there will be two markets in WestRock common stock. WestRock shares that trade in the "regular-way" market under the symbol "WRK" will trade with an entitlement to shares of Ingevity common stock to be distributed pursuant to the distribution; shares that trade in the "ex-distribution" market under the symbol "WRK WI" will trade without an entitlement to shares of Ingevity common stock.
WestRock stockholders are urged to consult their financial and tax advisors regarding the particular consequences of the distribution in their situation, including, without limitation, the specific implications of selling Ingevity shares and the applicability and effect of any U.S. federal, state, local and foreign tax laws. WestRock stockholders who hold common stock on the record date and decide to sell any of their WestRock common stock before the distribution date should consult their stockbroker, bank or other nominee to understand whether the shares of WestRock common stock will be sold with or without the entitlement to Ingevity common stock pursuant to the distribution.
No action is required by WestRock stockholders to receive shares of Ingevity common stock in the distribution. WestRock intends to distribute an information statement to all stockholders entitled to receive the distribution of Ingevity common stock. The information statement is an exhibit to Ingevity's Form 10 Registration Statement, which describes Ingevity and the risks associated with owning its common stock, as well as other details regarding the separation and distribution.
