MWV Details Office Products Spin-Off, ACCO Brands Merger
 Print this article | Send to Colleague
MeadWestvaco Corp. (MWV), Richmond, Va., USA, has set a date of April 24 for the proposed spin-off of its Consumer and Office Products business. Under terms of the spin-off, MWV will distribute all of its shares of the Consumer & Office Products business to its stockholders by means of a stock dividend.
As previously announced, immediately following the spin-off, the Consumer & Office Products business will merge with ACCO Brands Corp., such that MWV stockholders are expected to receive approximately 0.33 share of ACCO Brands for each share of MWV they own. No fractional shares of ACCO Brands will be issued and MWV stockholders will receive cash in lieu of any fractional shares.
MWV also announced that it received a private letter ruling from the Internal Revenue Service to the effect that, based on certain facts, assumptions, representations, and undertakings set forth in the ruling, for U.S. federal income tax purposes, the distribution of the shares of the Consumer & Office Products business will generally qualify as a tax-free distribution to stockholders of MWV. The ruling also concludes that the $460 million in cash MWV expects to receive in connection with the transaction, subject to certain post-closing adjustments, will be received on a tax-free basis. Receipt of the private letter ruling, which constituted a closing condition of the transaction, is an important step in the completion of the transaction with ACCO Brands.
The spin-off and merger are expected to close on April 30 and become effective May 1.
Upon completion of the merger, MWV stockholders will collectively own 50.5% of the shares of ACCO Brands common stock on a fully-diluted basis, and ACCO Brands stockholders will collectively own 49.5%. The exact exchange ratio will be determined at the time of the distribution.
|
|
