UPDATE ON CONDITIONS AND TIMETABLE
24/01/2025 15:07
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RNS Number : 6708U International Paper Company 24 January 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
For immediate release
24 January 2025
RECOMMENDED ALL-SHARE COMBINATION
of
DS SMITH PLC
and
INTERNATIONAL PAPER COMPANY
(to be implemented by way of a scheme of arrangement under Part 26)
UPDATE ON CONDITIONS AND TIMETABLE
On 16 April 2024, the boards of International Paper Company ("International
Paper") and DS Smith Plc ("DS Smith") announced that they had reached
agreement on the terms of a recommended all-share combination of DS Smith with
International Paper (the "Combination"), to be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme"). The scheme document in connection with the Scheme was
published and sent by DS Smith to DS Smith Shareholders on 11 September 2024
(the "Scheme Document"). As announced by DS Smith on 7 October 2024, the
Scheme was approved by the requisite majority of DS Smith Shareholders on 7
October 2024.
Subject to the Scheme becoming effective, DS Smith shareholders shall receive
New International Paper Shares which will rank pari passu in all respects with
International Paper Shares that are in issue at the Scheme Record Time (being
6.00 p.m. GMT on 31 January 2025), including the right to receive and retain,
in full, dividends and other distributions declared, made or paid by
International Paper after the Effective Date.
Terms used but not defined in this announcement have the same meanings as in
the Scheme Document.
Update on Conditions
International Paper is pleased to announce that the European Commission issued
its Phase I clearance of the Combination on 24 January 2025. The clearance is
conditional on International Paper entering into commitments to divest its box
plants located in Mortagne, Saint-Amand, and Cabourg (France), Ovar (Portugal)
and Bilbao (Spain). Completion of the divestment is not a condition to the
completion of the Combination. Accordingly, the Condition set out in paragraph
3(a) of Part Three of the Scheme Document has been satisfied and the
clearances have been received or deemed received or the applicable waiting
periods have expired in respect of all of the Conditions relating to antitrust
and regulatory approvals as set out in paragraphs 3(a) to (e) of Part Three of
the Scheme Document.
Andrew Silvernail, of International Paper, commented:
"While we would have preferred to keep the selected locations as part of our
portfolio, these are attractive sites and we are confident we will find a
suitable buyer. We are very pleased to have reached this important milestone
in our acquisition of DS Smith. This combination will create a global leader
in sustainable packaging solutions, focused on the attractive and growing
North American and EMEA regions."
Next Steps and Expected Timetable
The Combination remains subject to the Court sanctioning the Scheme at the
Court Hearing, the delivery of the Court Order to the Registrar of Companies
and the satisfaction or (if capable of waiver) the waiver of the remaining
Conditions to the Scheme (as set out in the Scheme Document).
The expected timetable of principal events for the implementation of the
Scheme is set out below. In particular, please note that the Court Hearing has
been scheduled to take place on 30 January 2025 and that the Scheme is
expected to become effective on 31 January 2025.
These dates and times are indicative only and are subject to change. If any of
the dates and/or times in this expected timetable change, the revised dates
and/or times will be notified to DS Smith Shareholders 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) .
Event Time and/or date 1 (#_ftn1)
Court Hearing (to sanction the Scheme) 30 January 2025
Last day of dealings in, and for registration of transfers of, and disablement 31 January 2025
in CREST of, DS Smith Shares
Scheme Record Time 6.00 p.m. on 31 January 2025
Effective Date of the Scheme 31 January 2025 2 (#_ftn2)
Suspension of listing of, and dealings in, DS Smith Shares 7.30 a.m. on 3 February 2025
Issue of New International Paper Shares after 5.00 p.m. (New York time) on 3 February 2025
Cancellation of listing of DS Smith Shares by 8.00 a.m. on 4 February 2025
Admission of, and commencement of dealings in, New International Paper Shares by 8.00 a.m. on 4 February 2025
on the London Stock Exchange
Admission of, and commencement of dealings in, New International Paper Shares by 9.30 a.m. (New York time) on 4 February 2025
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 4 February 2025
Shareholders (in respect of Scheme Shares held in uncertificated form only) but not later 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 4 February 2025
International Paper Shares held by former uncertificated DS Smith Shareholders but not later 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 4 February 2025
Shares held in certificated form only) but not later than 14 calendar days after the Effective Date
Bidco re-registers DS Smith as a private limited company and implements the 4 February 2025 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 after the Effective Date
with any cash due in relation to the sale of fractional entitlements
Long Stop Date 16 October 2025 3 (#_ftn3)
About International Paper
International Paper (NYSE: IP) is a global producer of sustainable packaging,
pulp and other fiber-based products, and one of the world's largest recyclers.
Headquartered in Memphis, Tenn., we employ approximately 39,000 colleagues
globally who are committed to creating what's next. We serve customers
worldwide, with manufacturing operations in North America, Europe, Latin
America and North Africa. Net sales for 2023 were $18.9 billion. Additional
information can be found by visiting internationalpaper.com.
Enquiries:
International Paper +1 901 419 1731
Jose Maria Rodriguez Meis
Amy Simpson +1 901 419 4964
BofA Securities (Sole financial adviser to International Paper) +44 20 7628 1000
Luca Ferrari
Geoff Iles
Antonia Rowan
Tom Brown
DS Smith
Hugo Fisher, Group Investor Relations Director +44 (0) 20 7756 1800
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
All times shown are London times unless otherwise stated. All dates and times
are based on DS Smith and International Paper's current expectations and are
subject to change. If any of the dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to DS Smith
Shareholders by announcement through a Regulatory Information Service, with
such announcement being made available on International Paper and DS Smith's
websites www.internationalpaper.com (http://www.internationalpaper.com) and
www.dssmith.com (http://www.dssmith.com) , respectively.
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal adviser to
International Paper in connection with the Combination.
Slaughter and May is acting as legal adviser to DS Smith in connection with
the Combination. Sullivan & Cromwell LLP is acting as US legal adviser to
DS Smith in connection with the Combination.
Important notices relating to financial advisers
Merrill Lynch International ("BofA Securities"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct
Authority ("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 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.
This information will also be publicly disclosed in the US to the extent that
such information is made public in the United Kingdom.
Further Information
This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Combination or otherwise.
The Acquisition is subject to English law and to the applicable requirements
of the Code, the Panel, the Listing Rules, the London Stock Exchange and the
FCA.
The Combination is made solely by the Scheme Document, which contains the full
terms and conditions of the Combination. DS Smith Shareholders are advised to
read the formal documentation in relation to the Combination carefully. Each
DS Smith Shareholder is urged to consult their independent professional
adviser regarding the tax consequences of the Combination.
This announcement does not constitute a prospectus or a prospectus equivalent
document.
This announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this announcement in 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 (including Restricted Jurisdictions) should inform themselves about,
and observe, any applicable legal or regulatory requirements. Any failure to
comply with applicable legal or regulatory requirements of any jurisdiction
may constitute a violation of securities laws in that jurisdiction. To the
fullest extent permitted by law, the companies and persons involved in the
Combination disclaim any responsibility or liability for the violation of such
restrictions by any person.
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 or any jurisdiction where to do so would constitute a violation
of the laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send copies of this announcement or any formal
documentation relating to the Combination in or into or from any Restricted
Jurisdiction.
If the Combination is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be made,
directly or indirectly, in or into or by use of the mails or any other means
or instrumentality (including, without limitation, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities or from within any Restricted
Jurisdiction.
Further details in relation to DS Smith Shareholders in overseas jurisdictions
are contained in the Scheme Document.
Forward-looking statements
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.
International Paper's Annual Report on Form 10-K for the fiscal year ended 31
December 2023, and International Paper's quarterly reports on Form 10-Q for
the periods ended 31 March 2024, 30 June 2024 and 30 September 2024 as filed
with the SEC contain additional information regarding forward-looking
statements and other risk factors with respect to International Paper.
No profit forecasts or estimates or quantified financial benefits statements
Nothing in this Announcement is intended, or is to be construed, as a profit
forecast, profit estimate or quantified financial benefits statement for any
period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for International Paper or DS Smith for
the current or future financial years, will necessarily match or exceed the
historical published earnings or earnings per share for International Paper or
DS Smith, as appropriate.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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)
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day (as defined in the Code) following the commencement of the offer
period and, if appropriate, by no later than 3.30 p.m. (London time) on the
10th Business Day (as defined in the Code) 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
per cent. 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. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (London time) on the Business Day (as defined in the Code)
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.
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).
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, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129.
Publication on website
A copy of this announcement and the documents required to be published
pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available
(subject to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, at www.internationalpaper.com and
www.dssmith.com/possible-offer (http://www.dssmith.com/possible-offer) by no
later than 12 noon on the Business Day following the date of this
announcement.
Neither the contents of the websites referred to nor the content of any other
website accessible from hyperlinks on such websites is incorporated into, or
forms part of, this announcement.
1 (#_ftnref1) 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.
2 (#_ftnref2) 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.
3 (#_ftnref3) 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.
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