AGREEMENT AND PLAN OF MERGER by and among ROCK-TENN COMPANY, SAM ACQUISITION, LLC and SMURFIT-STONE CONTAINER CORPORATION Dated as of January 23, 2011Agreement and Plan of Merger • January 24th, 2011 • SMURFIT-STONE CONTAINER Corp • Paperboard mills • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 23, 2011 (the “Agreement”), by and among ROCK-TENN COMPANY, a Georgia corporation (“Parent”), SAM ACQUISITION, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and SMURFIT-STONE CONTAINER CORPORATION, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section 9.12; and
