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2 Cautionary
Statement Regarding Forward-Looking Information This document contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are typically
identified by words or phrases such as may, will, anticipate,
estimate, expect, project, intend, plan, believe, target,
forecast, and other words and terms of similar meaning. Forward-looking
statements involve estimates, expectations, projections, goals, forecasts,
assumptions, risks and uncertainties. RockTenn cautions readers that any
forward-looking statement is not a guarantee of future performance and that
actual results could differ materially from those contained in the
forward-looking statement. Such forward-looking statements include, but are
not limited to, statements regarding the anticipated closing date of the
transaction, the successful closing of the transaction and the integration of
Smurfit-Stone as well as opportunities for operational improvement including
but not limited to cost reduction and capital investment, the strategic
opportunity and perceived value to RockTenn and shareholders of the
transaction, the opportunity to recognize benefits from Smurfit-Stones NOLs,
the transactions impact on, among other things, RockTenns business mix,
margins, transitional costs and integration to achieve the synergies and the
timing of such costs and synergies and earnings. With respect to these
statements, RockTenn and Smurfit-Stone have made assumptions regarding, among
other things, whether and when the proposed transaction will be approved;
whether and when the proposed transaction will close; the availability of financing
on satisfactory terms; the amount of debt RockTenn will assume; the results
and impacts of the acquisition; preliminary purchase price allocations which
may include material adjustments to the preliminary fair values of the
acquired assets and liabilities; economic, competitive and market conditions
generally; volumes and price levels of purchases by customers; competitive
conditions in RockTenn and Smurfit-Stones businesses and possible adverse
actions of our respective customers, competitors and suppliers. Further,
Rock-Tenn and Smurfit-Stones businesses are subject to a number of general
risks that would affect any such forward-looking statements including, among
others, decreases in demand for their products; increases in energy, raw
materials, shipping and capital equipment costs; reduced supply of raw
materials; fluctuations in selling prices and volumes; intense competition;
the potential loss of certain customers; and adverse changes in general
market and industry conditions. Such risks and other factors that may impact
managements assumptions are more particularly described in RockTenn and
Smurfit-Stones filings with the Securities and Exchange Commission,
including under the caption Business Forward-Looking Information and
Risk Factors in RockTenns Annual Report on Form 10-K for the most recently
ended fiscal year and Business Risk Factors and Forward-Looking
Information in Smurfit-Stones Annual Report on Form 10-K for the most
recently ended fiscal year. The information contained herein speaks as of the
date hereof and neither RockTenn nor Smurfit-Stone have or undertake any
obligation to update or revise its forward-looking statements, whether as a
result of new information, future events or otherwise.
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