Filed by Smurfit-Stone Container Corporation

Pursuant to Rule 425 Under the Securities Act of 1933

And Deemed Filed Pursuant to Rule 14a-12

Under the Securities Exchange Act of 1934

Subject Company: Smurfit-Stone Container Corporation

Commission File No.: 001-03439

 

Smurfit-Stone Leadership Talking Points

 

·                  Today we announced that Smurfit-Stone agreed to be acquired by RockTenn, an industry leader in consumer packaging based in Norcross, GA, a suburb of Atlanta.

·                  We are joining forces with RockTenn to build a stronger company going forward — one that delivers long-term value to shareholders and positions the company to grow with our customers.

·                  The combined company will have a strong financial structure and cash flows which allow for further investment to improve and grow the business.

·                  RockTenn’s operating philosophy is very similar to Smurfit-Stone’s: they are committed to creating and delivering value through innovation; they are focused on new product ideas, growing revenue, equipment effectiveness and talent management; and are committed to continuously reducing costs and increasing customer satisfaction through a performance-based, data-driven culture.

·                  In many ways, this transaction recognizes all the great work we’ve done to improve our operations and strengthen our financial position through our business transformation and restructuring process. Together, we have created a valuable company — one with loyal customers, outstanding products and a solid financial foundation.

·                  Under the terms of the merger agreement, Smurfit-Stone has agreed to be acquired by RockTenn for an amount valued at $35 per share, with 50 percent of the value to be in cash and 50 percent to be in RockTenn stock.

·                  Our board of directors intends to recommend to shareholders that the company be sold to RockTenn in this transaction.  Following shareholder approval from both companies and required

 

 

regulatory approval, we expect to complete the sale by end of the second calendar quarter of 2011.

·                  For now, our focus must be on continuing to provide outstanding products and services to our customers and profitably, efficiently and safely growing our business.

·                  Unfortunately, at this early stage in the process, there are many more questions than answers.Because this transaction requires shareholder approval, Federal securities laws are very strict about engaging in communications related to the deal that are not broadly available to everyone inside and outside the company.  Because of that, I can only provide you the information that I just covered, and we will close this call without having a Q&A session.  All additional materials, including Q&As are posted on our company portal and external website.

·                  I encourage you to communicate to your direct reports in the same manner, with referrals to these same materials.  It is important not to embellish, guess or speculate.  If you are asked something that you don’t know, tell them that you will attempt to find out more information and get back to them.

·                  Over the coming days and weeks, more information will be provided — information that will answer many of your questions and those of others who report to you.

 

 

Cautionary Statement Regarding Forward-Looking Information

 

This document 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,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast,” and other words and terms of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties.  Smurfit-Stone cautions readers that any 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. Such forward-looking statements include, but are not limited to, statements regarding the anticipated closing date of the transaction, the successful closing of the transaction and the integration of Smurfit-Stone as well as opportunities for operational improvement including but not limited to cost reduction and capital investment, the strategic opportunity and perceived value to RockTenn and Smurfit-Stone’s shareholders of the transaction, the opportunity to recognize benefits from Smurfit-Stone’s NOLs, the transaction’s impact on, among other things, RockTenn’s business mix, margins, transitional costs and integration to achieve the synergies and the timing of such costs and synergies and earnings. With respect to these statements, Smurfit-Stone has made assumptions regarding, among other things, whether and when the proposed transaction will be approved; whether and when the proposed transaction will close; the availability of financing on satisfactory terms; the amount of debt RockTenn will assume; the results and impacts of the acquisition; preliminary purchase price allocations which may include material adjustments to the preliminary fair values of the acquired assets and liabilities; economic, competitive and market conditions generally; volumes and price levels of purchases by customers; competitive conditions in RockTenn and Smurfit-Stone’s businesses and possible adverse actions of our respective customers, competitors and suppliers. Further, Rock-Tenn and Smurfit-Stone’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; and adverse changes in general market and industry conditions. Such risks and other factors that may impact management’s assumptions are more particularly described in RockTenn and Smurfit-Stone’s 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 most recently ended fiscal year and “Business — Risk Factors” and “Forward-Looking Information” in Smurfit-Stone’s Annual Report on Form 10-K for the most recently ended fiscal year. The information contained herein speaks as of the date hereof and Smurfit-Stone 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.

 

Additional Information and Where to Find It

 

In connection with the proposed transaction, RockTenn and Smurfit-Stone will be filing documents with the Securities and Exchange Commission (the “SEC”), including the filing by RockTenn of a registration statement on Form S-4 that will include a joint proxy statement of RockTenn and Smurfit-Stone that also constitutes a prospectus of RockTenn.  RockTenn and Smurfit-Stone stockholders are urged to read the registration statement on Form S-4 and the related joint proxy statement/prospectus when they become available, as well as other documents filed with the SEC, because they will contain important information.  The final joint proxy statement/prospectus will be mailed to stockholders of RockTenn and stockholders

 

 

of Smurfit-Stone.  Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov, or by contacting RockTenn Investor Relations at (678) 291-7900 or Smurfit-Stone Investor Relations at (314) 656-5553.

 

Participants in the Merger Solicitation

 

RockTenn, Smurfit-Stone and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the transaction.  Information concerning RockTenn’s executive officers and directors is set forth in its definitive proxy statement filed with the SEC on December 17, 2010.  Information concerning Smurfit-Stone’s executive officers and directors is set forth in its annual report on Form 10-K for the year ended December 31, 2010, which was filed with the SEC on March 2, 2010, and in its current report on Form 8-K filed on July 7, 2010.  Additional information regarding the interests of participants of RockTenn and Smurfit-Stone in the solicitation of proxies in respect of the transaction will be included in the above-referenced registration statement on Form S-4 and joint proxy statement/prospectus when it becomes available.  You can obtain free copies of these documents from RockTenn and Smurfit-Stone using the contact information above.