NORCROSS, Ga., Oct. 6, 2015 (GLOBE NEWSWIRE) — WestRock Company (NYSE:WRK) today announced the filing of the initial Form 10 registration statement for Ingevity Corporation with the U.S. Securities and Exchange Commission (“SEC”). Ingevity, the specialty chemicals business of WestRock, will become a new independent public company following the successful completion of its separation from WestRock. Ingevity is expected to trade on the New York Stock Exchange under the symbol of “NGVT.” Upon completion of the spinoff of Ingevity, which is expected to occur in the first calendar quarter of 2016, WestRock shareholders as of the record date for the separation will own 100 percent of the new company.
“Today’s filing continues the progress we are making to separate the specialty chemicals business from WestRock,” said Steve Voorhees, chief executive officer, WestRock Company. “The separation of Ingevity from WestRock will better position both businesses to pursue their respective operating priorities and strategies, and to focus on their unique opportunities for long-term growth and profitability.”
“I am extremely proud of the tremendous effort the Ingevity team has made to prepare for the separation, while also remaining focused on operating safely, meeting customers’ expectations and delivering on our financial commitments,” said Michael Wilson, the chief executive officer of Ingevity. “As a result, we believe we are well positioned to become a successful independent public company.”
Ingevity is a leading global manufacturer of specialty chemicals and high performance carbon materials. The company’s specialty chemicals products serve as critical inputs used in a variety of demanding applications, including asphalt paving, oil exploration and production, agrochemicals, adhesives, lubricants and publication inks. The company is also the leading global manufacturer of activated carbon used in gasoline vapor emission control systems in cars, trucks, motorcycles and boats, with over 750 million units installed globally.
The Ingevity name speaks to the company’s long track record of success through its commitment to serving customers with innovative products, processes and services.
Ingevity will have approximately 1,500 employees, and will serve customers in over 60 countries from its United States, Brazil and China manufacturing facilities.
Form 10 Filing
Ingevity’s initial Form 10, filed today with the SEC, includes business and market information, Management’s discussion and analysis, as well as historical carve-out financial statements of Ingevity.
As is customary, additional information regarding the management, capital structure, pro forma unaudited results and other matters regarding Ingevity will be provided in subsequent amendments to the Form 10.
The transaction is subject to certain conditions, including the effectiveness of Ingevity’s Form 10, receipt of an opinion from tax counsel regarding the tax-free nature of the distribution, receipt of a private letter ruling from the Internal Revenue Service regarding certain U.S. federal income tax matters relating to the distribution and final approval and declaration of the distribution by WestRock’s Board of Directors. There can be no assurance regarding the ultimate timing of the spinoff or that it will be completed.
WestRock Company (NYSE:WRK) aspires to be the premier partner and unrivaled provider of paper and packaging solutions in consumer and corrugated markets. WestRock’s 42,000 team members support customers around the world from approximately 275 operating and business locations spanning North America, South America, Europe and Asia. Learn more at westrock.com.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as “may,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “prospects,” “potential” and “forecast,” and other words, terms and phrases of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties.
WestRock cautions readers that a forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Although WestRock believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such factors include, but are not limited to: uncertainties as to the completion and timing of the spinoff, the failure to satisfy any conditions to complete the spinoff, the expected tax treatment of the spinoff and the impact of the spinoff on the businesses of WestRock and Ingevity.
With respect to these statements, WestRock has made assumptions regarding, among other things, economic, competitive and market conditions generally; volumes and price levels of purchases by customers; competitive conditions in WestRock’s businesses and possible adverse actions of their customers, competitors and suppliers. Further, WestRock’s businesses are subject to a number of general risks that would affect any such forward-looking statements including, among others, decreases in demand for their products; increases in energy, raw materials, shipping and capital equipment costs; reduced supply of raw materials; fluctuations in selling prices and volumes; intense competition; the potential loss of certain customers; the scope, costs, timing and impact of any restructuring of our operations and corporate and tax structure; and adverse changes in general market and industry conditions. Other important factors that may impact management’s assumptions are more particularly described in Rock-Tenn Company’s and MeadWestvaco Corporation’s past filings with the Securities and Exchange Commission, including under the caption “Business — Forward-Looking Information” and “Risk Factors” in RockTenn’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 and “Management’s discussion and analysis of financial condition and results of operations — Forward-looking Statements” and “Risk factors” in MeadWestvaco’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. These risks, as well as other risks associated with WestRock’s business are also more fully discussed under the caption “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in the Registration Statement on Form S-4 filed by WestRock on March 10, 2015 (which registration statement was amended on April 20, 2015, May 6, 2015, and May 18, 2015, and was declared effective on May 19, 2015). The information contained herein speaks as of the date hereof and WestRock does not have or undertake any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
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