Smurfit Westrock Applies to Cease to be a Reporting Issuer in Certain Canadian Jurisdictions

Rhea-AI Summary

Smurfit Westrock (NYSE: SW, LSE: SWR) has applied to the Autorité des marchés financiers (AMF) to cease being a reporting issuer in Québec, Manitoba, and British Columbia. If approved, the company will no longer need to fulfill continuous disclosure requirements under Canadian securities legislation. The company will continue to file all financial statements and disclosure materials as required by U.S. and UK securities laws and NYSE/LSE rules. Canadian shareholders will still receive the same disclosure documents delivered to U.S. shareholders, accessible through www.sec.gov.

Insights

Legal Expert

This regulatory filing represents a strategic streamlining of Smurfit Westrock's reporting obligations in Canada. The company's move to cease being a reporting issuer in Quebec, Manitoba and British Columbia while maintaining its NYSE and LSE listings indicates a calculated effort to reduce administrative overhead without compromising transparency. The key implication is cost reduction through the elimination of duplicate reporting requirements, as the company will continue to meet US and UK disclosure standards.

Canadian shareholders remain protected as they will receive the same level of disclosure required under US securities laws and NYSE rules. The regulatory arbitrage here is intelligent - US and UK reporting requirements are generally more comprehensive than Canadian ones, making this a logical consolidation that maintains robust investor protection while potentially saving hundreds of thousands in compliance costs annually. From a governance perspective, this move aligns with the global trend of regulatory simplification for dual-listed entities.

DUBLIN--(BUSINESS WIRE)-- Smurfit Westrock plc (NYSE: SW, LSE: SWR) (“Smurfit Westrock”) announces that it has applied to the Autorité des marchés financiers (the “AMF”), as Smurfit Westrock’s principal securities regulator in Canada, for a decision that it has ceased to be a reporting issuer (the “Order Sought”) in Québec, Manitoba and British Columbia (the “Canadian Jurisdictions”).

If the Order Sought is granted by the AMF, Smurfit Westrock will cease to be a reporting issuer in the Canadian Jurisdictions and, as a result, will no longer be subject to continuous disclosure requirements under Canadian securities legislation.

Notwithstanding a decision that Smurfit Westrock is not a reporting issuer in Canada, Smurfit Westrock will continue to file all financial statements and other continuous disclosure materials required to be filed by it in accordance with the applicable securities laws of the United States and the United Kingdom and the rules of the New York Stock Exchange (“NYSE”) and London Stock Exchange. All such continuous disclosure documents of Smurfit Westrock are publicly available to all security holders of Smurfit Westrock under Smurfit Westrock’s profile at www.sec.gov and Smurfit Westrock’s security holders resident in Canada will continue to receive copies of the continuous disclosure documents that are required to be delivered to security holders in the United States, in the same manner and at the same time as is required under the applicable securities laws of the United States and the rules of the NYSE.

This press release is being issued pursuant to certain Canadian regulatory requirements.

Forward-Looking Statements

This press release contains forward-looking statements and information within the meaning of applicable United States and Canadian securities laws (collectively, “forward-looking statements”). Statements that are not historical facts, including statements about the beliefs and expectations of Smurfit Westrock relating to the possible granting of the Order Sought by the AMF, are forward-looking statements. Words such as “may”, “will”, “could”, “should”, “would”, “anticipate”, “intend”, “continue”, “believe”, “expect”, and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. While Smurfit Westrock believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the control of Smurfit Westrock. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual future results, including whether the Order Sought will be granted, could vary from those expressed or implied by the forward-looking statements in this press release, and depend on a number of factors, including regulatory developments and the actions taken by the AMF and/or other regulatory bodies. Neither Smurfit Westrock nor any of its associates or directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any such forward-looking statements will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this press release are made as of the date of this press release and, other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules, the Disclosure Guidance and Transparency Rules, the UK Market Abuse Regulation and other applicable regulations), Smurfit Westrock is under no obligation, and it expressly disclaims any intention or obligation, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241219655981/en/

Ciarán Potts

Smurfit Westrock

T: +353 1 202 71 27

E: ir@smurfitwestrock.com

Source: Smurfit Westrock plc

FAQ

What does Smurfit Westrock's (SW) application to cease Canadian reporting mean for investors?

The application, if approved, means SW will no longer be subject to Canadian securities reporting requirements, but will continue providing all financial statements and disclosures as required by U.S. and UK regulations, ensuring continued transparency for investors.

Will Canadian shareholders still receive Smurfit Westrock (SW) financial reports after the reporting change?

Yes, Canadian shareholders will continue to receive the same continuous disclosure documents that are delivered to U.S. shareholders, maintaining access to all company financial information through www.sec.gov.

Which Canadian jurisdictions is Smurfit Westrock (SW) applying to cease reporting in?

Smurfit Westrock is applying to cease being a reporting issuer in three Canadian jurisdictions: Québec, Manitoba, and British Columbia.

How will Smurfit Westrock (SW) maintain transparency after ceasing Canadian reporting?

SW will maintain transparency by continuing to file all financial statements and disclosure materials required by U.S. and UK securities laws and NYSE/LSE rules, accessible through www.sec.gov.