Brower Piven Announces an Investigation of the Acquisition of Smurfit-Stone Container Corporation by RockTenn

The law firm of Brower Piven, A Professional Corporation, has commenced an investigation into possible breaches of fiduciary duty to current shareholders of Smurfit-Stone Container Corporation (“Smurfit-Stone”) (NYSE:SSCC) and other violations of state law by the Board of Directors of Smurfit-Stone relating to the proposed acquisition of the company by RockTenn (“RockTenn”). The firm’s investigation seeks to determine whether Smurfit-Stone and its Board breached their fiduciary duties by failing to maximize shareholder value.

On January 23, 2011, the companies announced that they had entered into a definitive agreement for Smurfit-Stone to be acquired by RockTenn in a transaction valued at approximately $3.5 billion. Under the terms of the agreement, Smurfit-Stone shareholders will receive $35 per share -- consisting of 50% cash and 50% RockTenn stock (RockTenn will pay 0.30605 shares of its own stock, plus $17.50 in cash, for each share of Smurfit-Stone). Although RockTenn’s acquisition price represents approximately a 27% premium over Smurfit-Stone’s closing share price on January 21, 2011 (and 30% more than Smurfit-Stone’s volume-weighted average price over the 20 days through January 21), the average offer price for all announced acquisitions in the United States for 2010 was 43.2% more than the targeted company’s 30-day average. In addition, Smurfit-Stone has recently posted a profit in the fourth quarter of 2010, announcing that “[n]et sales for the fourth quarter of 2010 were $1.63 billion,” which is “up 18 percent compared with sales of $1.38 billion in the fourth quarter of 2009.” Following the acquisition, RockTenn shareholders will own approximately 56% and Smurfit-Stone shareholders will own 44% of the combined company.

If you currently own shares of Smurfit-Stone and would like to learn more about the investigation being conducted by Brower Piven, you may e-mail or call Brower Piven, who will, without obligation or cost to you, attempt to answer your questions. You may contact Brower Piven by email at [e-mail], by calling 410/415-6616, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower Piven have combined experience litigating securities and other class action cases of over 60 years.