Smith (DS) PLC International Paper - Offer Document Posted
11/09/2024 14:25
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240911:nRSK8195Da&default-theme=true
RNS Number : 8195D Smith (DS) PLC 11 September 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
11 September 2024
RECOMMENDED ALL-SHARE COMBINATION
of
DS Smith Plc ("DS Smith")
and
International Paper Company ("International Paper")
Publication of Scheme Document and International Paper Prospectus
On 16 April 2024, the boards of DS Smith and International Paper announced
that they had agreed the terms of a recommended all-share combination of DS
Smith and International Paper. It is intended that the Combination will be
implemented by way of a Court-sanctioned scheme of arrangement (the "Scheme")
under Part 26 of the Companies Act 2006 (the "Act").
Publication of the Scheme Document
DS Smith announces that a document in relation to the Scheme (the "Scheme
Document") has been published today, containing (among other things) a letter
from the Chairman of DS Smith, an explanatory statement pursuant to section
897 of the Act, the full terms and conditions of the Scheme, an expected
timetable of principal events, notices of the DS Smith Court Meeting and the
General Meeting to effect the Scheme and details of the actions to be taken by
DS Smith Shareholders.
The Scheme Document (for which DS Smith and the DS Smith Directors are
responsible, save for the statements relating to International Paper, for
which International Paper and the International Paper Directors are
responsible) is available (subject to any applicable restrictions relating to
persons resident in Restricted Jurisdictions) at DS Smith's website at
www.dssmith.com/possible-offer (http://www.dssmith.com/possible-offer) , and
International Paper's website, at
https://www.internationalpaper.com/offer-for-ds-smith-plc/documentation
(https://www.internationalpaper.com/offer-for-ds-smith-plc/documentation) . A
copy of the Scheme Document has also been submitted to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Hard copies of the Scheme Document (or, depending on individual DS Smith
Shareholders' communication preferences, a letter or email giving details of
the website where the Scheme Document may be accessed) and Forms of Proxy for
the Court Meeting and the General Meeting are being sent to DS Smith
Shareholders.
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document.
The International Paper Prospectus and Proxy Statement
International Paper announces that the FCA has today approved the
International Paper Prospectus in relation to the New International Paper
Shares to be issued in connection with the Combination and the admission of
the International Paper Shares to the equity shares (international commercial
companies secondary listing) category of the Official List and for the
International Paper Shares to be admitted to trading on the London Stock
Exchange's Main Market for listed securities. The International Paper
Prospectus (for which International Paper and the International Paper
Directors are responsible) should be read alongside the Scheme Document and
contains important further information on DS Smith, International Paper and
the New International Paper Shares to be issued in connection with the
Combination. The International Paper Prospectus will be made available on DS
Smith's website at www.dssmith.com/possible-offer
(http://www.dssmith.com/possible-offer) and International Paper's website
at https://www.internationalpaper.com/offer-for-ds-smith-plc/documentation
(https://www.internationalpaper.com/offer-for-ds-smith-plc/documentation) .
The International Paper Proxy Statement is expected to be filed with the SEC
on 12 September 2024. The International Paper Prospectus includes (and the
International Paper Proxy Statement will include) the key risks relating to:
(i) International Paper, DS Smith and, following completion of the
Combination, the Combined Company; (ii) the Combination; and (iii) ownership
of the International Paper Shares.
Action required
As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, among other things, that the requisite majority of: (i)
eligible Scheme Shareholders vote in favour of the Scheme at the Court
Meeting; and (ii) eligible DS Smith Shareholders vote in favour of the Special
Resolution at the General Meeting. The Scheme is also subject to the
satisfaction or waiver of the other Conditions and further terms, as described
more fully in the Scheme Document.
Notices convening the Court Meeting and the General Meeting of DS Smith, both
of which will be held at De Vere Grand Connaught Rooms, 61-65 Great Queen
Street, London WC2B 5DA on 7 October 2024 are set out in the Scheme Document.
The Court Meeting and General Meeting will start at 2.00 p.m. and 2.15 p.m.,
respectively, on that date (or, in the case of the General Meeting, if later,
as soon thereafter as the Court Meeting has been concluded or adjourned).
It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair and
reasonable representation of Scheme Shareholder opinion. DS Smith Shareholders
are strongly encouraged to submit Forms of Proxy and instructions for the
Court Meeting and the General Meeting as soon as possible, using any of the
methods set out in the Scheme Document, to ensure their vote is recorded.
Recommendations
The DS Smith Directors, who have been so advised by Goldman Sachs
International, Citi and J.P. Morgan Cazenove as to the financial terms of the
Combination, consider the terms of the Combination to be fair and reasonable.
In providing their advice to the DS Smith Directors, each of Goldman Sachs
International, Citi and J.P. Morgan Cazenove have taken into account the
commercial assessments of the DS Smith Directors.
The DS Smith Directors consider that the terms of the Combination (including
the Scheme) are in the best interests of DS Smith Shareholders as a whole.
Accordingly, the DS Smith Directors recommend unanimously that the Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and DS Smith
Shareholders vote in favour of the Special Resolution to be proposed at the
General Meeting, as the DS Smith Directors have irrevocably undertaken to do
in respect of their entire beneficial holdings of 885,191 DS Smith Shares, in
aggregate, representing approximately 0.06 per cent. of the issued share
capital of DS Smith as at the Latest Practicable Date.
The International Paper Directors have unanimously approved the Combination
and recommend that International Paper Shareholders vote in favour of the
issuance of the New International Paper Shares in connection with the
Combination. BofA Securities has acted as financial adviser to International
Paper in relation to the Combination.
DS Smith Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to the Scheme.
Current trading update
DS Smith also announces that the market and business trends described in the
outlook statement contained in its financial results for the year 30 April
2024 have continued, with overall trading for the current financial year in
line with DS Smith management expectations.
Timetable
The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. The Scheme remains conditional on the approval of the requisite
majority of Scheme Shareholders at the Court Meeting, the requisite majority
of DS Smith Shareholders at the General Meeting and the satisfaction or, where
applicable, waiver of the relevant Conditions (including the sanction of the
Court), as set out in the Scheme Document. It is expected that the Scheme will
become Effective during the fourth quarter of 2024, and in any event, prior to
the Long Stop Date.
Questions
If DS Smith Shareholders have any questions about this announcement, the
Scheme Document, the Court Meeting or the General Meeting, or you are in any
doubt as to how to submit your proxies electronically or how to complete the
Forms of Proxy, please contact the Shareholder Helpline operated by Equiniti,
DS Smith's Registrar, on +44 (0)333 207 6535. Please use the country code if
calling from outside the UK. Lines are open between 8:30 a.m. and 5:30 p.m.
Monday to Friday (except public holidays in England and Wales). Calls from
outside the UK will be charged at the applicable international rate. Different
charges may apply to calls from mobile telephones. Please note that calls may
be monitored or recorded and Equiniti cannot provide advice on the merits of
the Combination or the Scheme or give any financial, legal or tax advice.
Enquiries
DS Smith Plc +44 (0) 20 7756 1800
Hugo Fisher, Group Investor Relations Director
Anjali Kotak, Investor Relations Director
Goldman Sachs International (Financial adviser to DS Smith) +44 (0) 20 7774 1000
Anthony Gutman
Nick Harper
Warren Stables
Citi (Financial adviser and corporate broker to DS Smith) +44 (0) 20 7986 4000
Andrew Seaton
Christopher Wren
J.P Morgan Cazenove (Financial adviser and corporate broker to DS Smith) +44 (0) 20 7742 4000
Charlie Jacobs
Richard Walsh
Jonty Edwards
Brunswick Group (PR adviser to DS Smith) +44 (0) 20 7404 5959
Simon Sporborg
Dan Roberts
International Paper Company +1 901 419 1731
Mark Nellessen
Jessica Seidner
BofA Securities (Sole financial adviser to International Paper) +44 20 7628 1000
Luca Ferrari
Geoff Iles
Antonia Rowan
Tom Brown
FGS Global (PR adviser to International Paper) +1 212 687 8080
Robin Weinberg
Kelsey Markovich
Hayley Cook
Kate Gorgi
James Murgatroyd +44 20 7251 3801
Gordon Simpson
Edward Treadwell
Slaughter and May is acting as legal adviser to DS Smith. Sullivan &
Cromwell LLP is acting as US legal adviser to DS Smith.
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal adviser to
International Paper. Sidley Austin LLP is acting as US antitrust legal adviser
to International Paper.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on DS Smith's and International
Paper's current expected dates for the implementation of the Scheme and is
subject to change. If any of the dates and/or times in this expected timetable
changes, the revised dates and/or times will be notified to DS Smith
Shareholders by announcement through the Regulatory Information Service of the
London Stock Exchange, with such announcement being made available on DS
Smith's website at www.dssmith.com/possible-offer
(http://www.dssmith.com/possible-offer) . Unless otherwise stated, all times
referred to in the timetable set out below are London times.
Event Time and/or date ((1))
Publication of the Scheme Document and the International Paper Prospectus 11 September 2024
Filing of the International Paper Proxy Statement with the SEC 12 September 2024
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE form) 2:00 p.m. on 3 October 2024((2))
General Meeting (YELLOW form) 2:15 p.m. on 3 October 2024((3))
Voting Record Time 6:30 p.m. on 3 October 2024((4))
Court Meeting 2:00 p.m. on 7 October 2024
General Meeting 2:15 p.m. on 7 October 2024((5))
International Paper Shareholder Meeting 11 October 2024
The following dates and times associated with the Scheme are indicative only
and are subject to change and will depend on, among other things, the date on
which the Conditions to the Scheme are satisfied or, if capable of waiver,
waived, and the date on which the Court sanctions the Scheme. DS Smith will
give adequate notice of any changes to these dates and times, when known, by
issuing an announcement through a Regulatory Information Service, with such
announcement being made available on DS Smith's website at
www.dssmith.com/possible-offer (http://www.dssmith.com/possible-offer) . See
also note (1).
Court Hearing (to sanction the Scheme) a date expected to be in the final quarter of 2024, subject to the
satisfaction (or if applicable, waver) of the relevant Conditions and, in any
event, prior to the Long Stop Date) ("D")
Last day of dealings in, and registrations of transfers of, and disablement in D+1
CREST of DS Smith Shares
Scheme Record Time 6.00 p.m. on D+1
Effective Date of the Scheme D+2((6))
Suspension of trading, and dealings, in DS Smith Shares 7.30 a.m. on D+2
Issue of New International Paper Shares after 5.00 p.m. (New York time) on D+2
Cancellation of listing of DS Smith Shares by 8.00 a.m. on D+3
Admission of, and commencement of dealings in, International Paper Shares on by 8.00 a.m. on D+3
the London Stock Exchange
Admission of, and commencement of dealings in, New International Paper Shares by 9.30 a.m. (New York time) on D+3
on the New York Stock Exchange
New International Paper Shares are credited to CREST accounts of DS Smith on or as soon as possible after 9.30 a.m. (New York Time) on D+3 but not later
Shareholders (in respect of Scheme Shares held in uncertificated form only) than 14 calendar days after the Effective Date
New depositary interests issued by the DI Custodian (in respect of on or as soon as possible after 9.30 a.m. (New York time) on D+3 but not later
International Paper Shares held by former uncertificated DS Smith Shareholders than 14 calendar days after the Effective Date
through CREST)
New International Paper Shares registered through DRS (in respect of Scheme on or as soon as possible after 9.30 a.m. (New York time) on D+3 but not later
Shares held in certificated form only) than 14 calendar days after the Effective Date
Bidco re-registers DS Smith as a private limited company and implements the D+3 or as soon as possible thereafter
Solvency Statement Capital Reduction
Despatch of statements of entitlement to New International Paper Shares held within 14 calendar days after the Effective Date
through DRS (in respect of Scheme Shares held in certificated form only)
Despatch of cheques and/or crediting of CREST accounts of Scheme Shareholders within 14 calendar days of the Effective Date
with any cash due in relation to the sale of fractional entitlements
Long Stop Date 16 October 2025 ((7))
Notes:
(1) The dates and times are indicative only and are based on current
expectations and may be subject to change and will depend on, among other
things, the date on which the Conditions to the Scheme are satisfied or, if
capable of waiver, waived, and the date on which the Court sanctions the
Scheme. References to times are to London, United Kingdom time unless
otherwise stated. If any of the times and/or dates above change, the revised
times and/or dates will be notified to DS Smith Shareholders by announcement
through a Regulatory Information Service.
Participants in the DS Smith Share Schemes will be contacted separately to
inform them of the effect of the Scheme on their rights under the DS Smith
Share Schemes, including details of any dates and times relevant to them.
(2) It is requested that the BLUE Forms of Proxy for the Court Meeting be
lodged not later than 48 hours (excluding any part of such 48 hour period
falling on a weekend or a public holiday in the UK) prior to the time
appointed for the Court Meeting or, if the Court Meeting is adjourned, the
time fixed for any adjourned Court Meeting. BLUE Forms of Proxy not so lodged
may be: (i) scanned and emailed to Equiniti at the following
proxyvotes@equiniti.com (mailto:proxyvotes@equiniti.com) ; or (ii) handed to
Equiniti or the Chair of the Court Meeting before the start of the Court
Meeting.
(3) YELLOW Forms of Proxy for the General Meeting must be lodged not later
than 48 hours prior to the time appointed for the General Meeting (excluding
any part of such 48 hour period falling on a weekend or a public holiday in
the UK) or, if the General Meeting is adjourned, the time fixed for any
adjourned General Meeting.
(4) If either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned meeting will be 6:30 p.m. on the
day which is two Business Days prior to the date of the adjourned meeting.
(5) Or as soon thereafter as the Court Meeting shall have concluded or been
adjourned.
(6) The Scheme shall become effective as soon as a copy of the Court Order has
been delivered to the Registrar of Companies. This is expected to occur
following the Scheme Record Time and prior to the suspension of trading in DS
Smith Shares. The events which are stated as occurring on subsequent dates are
conditional on the Effective Date and operate by reference to that date.
(7) This is the latest date by which the Scheme may become effective unless
International Paper and DS Smith agree (and the Panel and, if required, the
Court permit) a later date.
All references in this announcement to times are to London time unless
otherwise stated. All dates by reference to "D+1", "D+2" and "D+3" will be to
the date falling the number of indicated Business Days immediately after date
D, as indicated above.
IMPORTANT NOTICES
This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Combination or otherwise, nor
shall there be any sale, issuance or transfer of securities of DS Smith in any
jurisdiction in contravention of applicable law.
The Combination will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Combination is implemented by way of an Offer, the offer
document), which will contain the full terms and conditions of the
Combination, including details of how to vote in respect of the Combination.
Any vote in respect of the Scheme or other response in relation to the
Combination should be made only on the basis of the information contained in
the Scheme Document (or, if the Combination is implemented by way of an Offer,
the offer document).
This announcement does not constitute a prospectus, prospectus-equivalent
document or prospectus-exempted document.
The Combination will be governed by English law and subject to the
jurisdiction of the Court, the applicable requirements of the Code, the Panel,
the London Stock Exchange, the FCA, the Listing Rules and the Registrar of
Companies.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are in the United Kingdom or from
another appropriately authorised independent financial adviser if you are
taking advice in a territory outside the United Kingdom.
Notices related to financial advisers
Merrill Lynch International ("BofA Securities"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA
in the United Kingdom, is acting exclusively for International Paper and for
no one else in connection with the matters referred to in this announcement
and will not be responsible to anyone other than International Paper for
providing the protections afforded to its clients or for providing advice in
relation to the matters referred to in this announcement. Neither BofA
Securities, nor any of its affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of BofA
Securities in connection with this announcement, any statement contained
herein or otherwise.
Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and
regulated in the United Kingdom by the FCA and the PRA, is acting exclusively
for DS Smith and for no one else in connection with the matters described in
this announcement and will not be responsible to anyone other than DS Smith
for providing the protections afforded to clients of Citi nor for providing
advice in connection with the matters referred to in this announcement.
Neither Citi nor any of its affiliates, directors or employees owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Citi in connection with this
announcement, any statement contained herein or otherwise.
J.P. Morgan Securities plc (which conducts its UK investment banking business
as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") which is authorised in the
United Kingdom by the PRA and regulated in the United Kingdom by the PRA and
the FCA, is acting as financial adviser exclusively for DS Smith and no one
else in connection with the matters set out in this announcement and will not
regard any other person as its client in relation to the matters set out in
this announcement and will not be responsible to anyone other than DS Smith
for providing the protections afforded to clients of J.P. Morgan Cazenove or
its affiliates, nor for providing advice in relation to the matters set out in
this announcement or any other matter or arrangement referred to herein.
In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the US Exchange Act, BofA Securities and its affiliates and J.P.
Morgan Cazenove and its affiliates will continue to act as exempt principal
trader in DS Smith securities on the London Stock Exchange. These purchases
and activities by exempt principal traders which are required to be made
public in the United Kingdom pursuant to the Code will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) . This information will also be publicly
disclosed in the US to the extent that such information is made public in the
United Kingdom.
Overseas shareholders
This announcement has been prepared in accordance with and for the purpose of
complying with English law, the Code, the Market Abuse Regulation, the
Disclosure Guidance and Transparency Rules and the Listing Rules and the
information disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside of the UK.
The release, publication or distribution of this announcement in or into or
from jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, such
restrictions. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Combination disclaim any responsibility or liability for the violation
of such restrictions by any person.
The availability of the Combination to DS Smith Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable legal
or regulatory requirements of their jurisdictions. In particular, the ability
of persons who are not resident in the United Kingdom to vote their Scheme
Shares with respect to the Scheme at the Court Meeting, or to appoint another
person as proxy to vote at the Court Meeting on their behalf, may be affected
by the laws of the relevant jurisdictions in which they are located. Any
failure to comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in the
Combination disclaim any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by International Paper or required by the Code and
permitted by applicable law and regulation, the Combination will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Combination by any such use, means, instrumentality or
from within a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction. Accordingly,
copies of this announcement and any formal documentation relating to the
Combination are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction and
persons receiving such documents (including, without limitation, agents,
custodians, nominees and trustees) must observe these restrictions and must
not mail or otherwise forward, distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in those jurisdictions.
Doing so may render invalid any related purported vote in respect of the
Combination.
Notice to US investors in DS Smith
The Combination relates to the shares of an English company and is being made
by way of a scheme of arrangement provided for under Part 26 of the Act. The
Combination, implemented by way of a scheme of arrangement, is not subject to
the tender offer rules or the proxy solicitation rules under the US Exchange
Act. In connection with the proposed issuance of New International Paper
Shares, International Paper will file the International Paper Proxy Statement
with the SEC in due course following the date of this announcement.
Accordingly, the Combination and the Scheme will be subject to the disclosure
requirements and practices applicable to a scheme of arrangement involving a
target company incorporated in the UK and listed on the London Stock
Exchange's Main Market for listed securities, which differ from the disclosure
requirements of US tender offer and proxy solicitation rules.
The New International Paper Shares to be issued pursuant to the Combination
have not been registered under the US Securities Act, and may not be offered
or sold in the US absent registration or an applicable exemption from the
registration requirements of the US Securities Act. The New International
Paper Shares to be issued pursuant to the Combination will be issued pursuant
to the exemption from registration provided by Section 3(a)(10) under the US
Securities Act.
Neither the SEC nor any US state securities commission has approved or
disapproved of the New International Paper Shares to be issued in connection
with the Combination, or determined if this announcement, the Scheme Document,
the International Paper Prospectus or any accompanying document is accurate or
complete or has passed upon the fairness or merits of the proposal described
herein. Any representation to the contrary is a criminal offence in the United
States.
Financial information relating to DS Smith in the relevant documentation has
been prepared in accordance with the accounting standards applicable in the UK
and thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with US
generally accepted accounting principles. US generally accepted accounting
principles differ in certain significant respects from accounting standards
applicable in the UK.
It may be difficult for US DS Smith Shareholders to enforce their rights and
any claim arising out of the US federal securities laws against DS Smith or
its directors or officers, because DS Smith is incorporated under the laws of
England and Wales, some or all of DS Smith's assets are or may be located in
non-US jurisdictions, and some or all of its officers and directors are
residents of a non-US country. US DS Smith Shareholders may not be able to sue
a non-US company or its officers or directors in a non-US court for violations
of the US securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's judgment.
US DS Smith Shareholders also should be aware that the Combination may have
tax consequences for US federal income tax purposes and under applicable US
state and local, as well as foreign and other, tax laws, and, that such
consequences, if any, are not described herein. US DS Smith Shareholders are
urged to consult with legal, tax and financial advisers in connection with
making a decision regarding the Combination.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by reference in this
announcement) contains certain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act 1995, as amended, that are
subject to risks and uncertainties. All statements other than statements of
historical fact or relating to present facts or current conditions included in
this announcement are forward-looking statements, including any statements
regarding guidance and statements of a general economic or industry-specific
nature. Forward-looking statements give International Paper's and DS Smith's
current expectations and projections with respect to the financial condition,
results of operations and business of International Paper, DS Smith and
certain plans and objectives of International Paper, DS Smith and the Combined
Company.
These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. These statements are based on
assumptions and assessments made by International Paper and DS Smith in light
of their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate,
and therefore are subject to risks and uncertainties which could cause actual
results to differ materially from those expressed or implied by those
forward-looking statements.
Forward-looking statements often use forward-looking or conditional words such
as "anticipate", "target", "expect", "forecast", "estimate", "intend", "plan",
"goal", "believe", "hope", "aim", "will", "continue", "may", "can", "would",
"could" or "should" or other words of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the following: (i)
the ability of International Paper and DS Smith to consummate the Combination
in a timely manner or at all; (ii) the satisfaction (or waiver) of conditions
to the consummation of the Combination; (iii) adverse effects on the market
price of International Paper's or DS Smith's operating results including
because of a failure to complete the Combination; (iv) the effect of the
announcement or pendency of the Combination on International Paper's or DS
Smith's business relationships, operating results and business generally; (v)
future capital expenditures, expenses, revenues, economic performance,
synergies, financial conditions, market growth, dividend policy, losses and
future prospects; (vi) business and management strategies and the expansion
and growth of the operations of the International Paper Group or the DS Smith
Group; and (vii) the effects of government regulation on the business of the
International Paper Group or the DS Smith Group. There are many factors which
could cause actual results to differ materially from those expressed or
implied in forward looking statements. Among such factors are changes in the
global, political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, changes in tax rates and future
business combinations or disposals.
These forward-looking statements are not guarantees of future performance and
are based on numerous assumptions regarding the present and future business
strategies of such persons and the environment in which each will operate in
the future. By their nature, these forward-looking statements involve known
and unknown risks and uncertainties because they relate to events and depend
on circumstances that will occur in the future. The factors described in the
context of such forward-looking statements in this announcement may cause the
actual results, performance or achievements of any such person, or industry
results and developments, to be materially different from any results,
performance or achievements expressed or implied by such forward-looking
statements. No assurance can be given that such expectations will prove to
have been correct and persons reading this announcement are therefore
cautioned not to place undue reliance on these forward-looking statements
which speak only as at the date of this announcement. All subsequent oral or
written forward-looking statements attributable to International Paper or DS
Smith or any persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. Neither of International Paper nor
DS Smith undertakes any obligation to update publicly or revise
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent legally required. For further
information regarding forward-looking statements, please see the prospectus
published on or around the date of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) of the Code applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities exchange offeror
prior to the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure
by a person to whom Rule 8.3(b) of the Code applies must be made by no later
than 3.30 p.m. (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Code).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk) , including
details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening Position Disclosure or
a Dealing Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement and the
Scheme Document will be available (subject to any applicable restrictions
relating to persons resident in Restricted Jurisdictions) on DS Smith's
website at www.dssmith.com/possible-offer
(http://www.dssmith.com/possible-offer) , and International Paper's website,
at https://www.internationalpaper.com/offer-for-ds-smith-plc/documentation
(https://www.internationalpaper.com/offer-for-ds-smith-plc/documentation) by
no later than 12:00 p.m. (London time) on the business day following the date
of this announcement. The content of the website referred to in this
announcement is not incorporated into, and does not form part of, this
announcement. For the avoidance of doubt, neither the contents of these
websites nor the contents of any websites accessible from any hyperlinks are
incorporated into or form part of this announcement.
No profit forecasts or profit estimates
No statement in this announcement is intended as a profit forecast or estimate
for any period and no statement in this announcement should be interpreted to
mean that earnings or earnings per ordinary share, for International Paper or
DS Smith, respectively for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
ordinary share for International Paper or DS Smith, respectively.
Requesting hard copy documents
DS Smith Shareholders, persons with information rights and participants in DS
Smith Share Schemes may request a hard copy of this announcement (and any
information incorporated by reference in this announcement), free of charge,
by contacting DS Smith's Registrar, Equiniti, by: (i) submitting a request in
writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99
6DA, United Kingdom; or (ii) contacting Equiniti between 8:30 a.m. and 5:30
p.m. (UK time), Monday to Friday (excluding English and Welsh public
holidays), on +44 (0) 333 207 6535 (calls from outside the UK will be charged
at the applicable international rate and you should use the country code when
calling from outside the UK) - calls may be recorded and monitored for
training and security purposes.
If you have received a copy of this announcement electronically, a hard copy
of this announcement will not be sent unless so requested. You may also
request that all future documents, announcements and information sent to you
in relation to the Combination be sent to you in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain other
information provided by DS Smith Shareholders, persons with information rights
and other relevant persons for the receipt of communications from DS Smith may
be provided to International Paper, members of the International Paper Group
and/or their respective advisers during the Offer Period as required under
Section 4 of Appendix 4 of the Code.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END ODPXFLFFZKLLBBL