With Merger Consummated, Smurfit-Stone Container Now on Nasdaq

The consummation of the merger between a wholly owned subsidiary of Jefferson Smurfit and Stone Container was completed yesterday after the transaction had been approved Tuesday by the Jefferson Smurfit stockholders and the Stone Container stockholders (See yesterday's report on merger approval). The combined company, Smurfit-Stone Container Corp., will be listed on Nasdaq beginning today under the symbol SSCC.

Smurfit-Stone Container Corp. will be the fourth-largest U.S. paper company, with annual sales of more than $8 billion. The company will be the leading producer of corrugated containers, folding cartons, industrial bags and other packaging products. The companies announced the merger in May of this year.

"This merger will create the industry's premier paper-based packaging company with high-quality products and an enhanced competitive position," said Roger Stone, president and CEO of Smurfit-Stone. "Our transaction will serve as a catalyst to further focus the product strategy of the merged entity. This tighter focus will increase Smurfit-Stone's competitive edge in paper-based packaging."

Stone Container also announced today that, as a result of the merger, Stone Container has requested the New York Stock Exchange Inc. (NYSE) to delist Stone Container's common stock from the NYSE and is de-registering its common stock under the federal securities laws. In connection with the merger closing, a subsidiary of Jefferson Smurfit Group plc of Dublin, Ireland, Jefferson Smurfit Corp.'s largest shareholder, purchased 20 million shares of JJSC's stock from The Morgan Stanley Leveraged Equity Fund II, L.P. (MSLEF) and certain other investors. Jefferson Smurfit Group now owns approximately 33% of the primary shares of Smurfit-Stone. MSLEF and certain other investors now own approximately 9%, and the remaining approximately 58% will be publicly traded. Smurfit-Stone will be a Nasdaq 100 company.

Also, as previously announced, Smurfit-Stone in a separate transaction purchased a linerboard machine located at its Fernandina Beach, FL, containerboard mill. Jefferson Smurfit Corp. previously managed and operated the machine on behalf of Jefferson Smurfit Group.