RockTenn to Acquire Smurfit-Stone

Transaction Summary

Smurfit-Stone will become a wholly owned subsidiary of RockTenn. For each share of Smurfit-Stone common stock, Smurfit-Stone stockholders will be entitled to receive 0.30605 shares of RockTenn common stock and $17.50 in cash, representing 50 percent cash and 50 percent stock. The aggregate consideration is $35 per Smurfit-Stone common share. The consideration represents a 27 percent premium to Smurfit-Stone's closing stock price on January 21, 2011.