REG - Smith (DS) PLC International Paper - Scheme of Arrangement Becomes Effective

International Paper CoAnnouncement

03/02/2025 07:15

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RNS Number : 5566V  Smith (DS) PLC  03 February 2025

 

 

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

3 February 2025

 

RECOMMENDED ALL-SHARE COMBINATION

of

DS Smith Plc ("DS Smith")

and

International Paper Company ("International Paper")

to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

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, pursuant to which International Paper will
acquire the entire issued and to be issued ordinary share capital of DS Smith
(the "Combination") to be effected by way of a Court-sanctioned scheme of
arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the
"Act"). The circular in relation to the Scheme (the "Scheme Document") was
published on 11 September 2024.

On 24 January 2025, DS Smith and International Paper announced that the
Conditions had been satisfied and that the Court Hearing had been scheduled to
be held on 30 January 2025.

On 30 January 2025, DS Smith announced that the Court had sanctioned the
Scheme at the Court Hearing held on that day.

Scheme effective

DS Smith and International Paper are pleased to announce that, following the
delivery of a copy of the Court Order to the Registrar of Companies, the
Scheme became effective at 10.00 p.m. on 31 January 2025 in accordance with
its terms and, pursuant to the Scheme, the entire issued and to be issued
share capital of DS Smith is now owned by International Paper UK Holdings
Limited, an indirect wholly-owned subsidiary of International Paper.

A Scheme Shareholder who was on the register of members of DS Smith at the
Scheme Record Time, being 6.00 p.m. on 31 January 2025, will be entitled to
receive 0.1285 New International Paper Shares for each DS Smith Share held.
Settlement of the consideration to which any Scheme Shareholder is entitled
will be effected as set out in the Scheme Document.

Admission of New International Paper Shares; suspension and cancellation of
listing and trading of DS Smith Shares

Applications have been made to the Financial Conduct Authority ("FCA") and the
London Stock Exchange ("LSE") in relation to:

(i)   the admission of the International Paper Shares to the equity shares
(international commercial companies secondary listing) category of the
Official List maintained by the FCA (the "Official List") and to trading on
the LSE's main market for listed securities (the "Main Market"), which is
expected to take place by 8.00 a.m. on 4 February 2025; and

(ii)   the suspension and cancellation of DS Smith's listing on the Official
List and the trading of DS Smith Shares on the Main Market, such suspension
being expected to take place with effect from 7:30 a.m. today, 3 February
2025, and such cancellation to take place with effect from 8:00 a.m. on 4
February 2025.

Further announcements will be made when appropriate.

Geoff Drabble, Chair of DS Smith, commented:

"The combination with International Paper creates a truly international
sustainable packaging solutions leader that is well positioned in attractive
and growing markets across Europe and North America, enhancing our global
proposition to customers, creating opportunities for colleagues and delivers
significant value for shareholders. I am proud of all that DS Smith has
achieved and I would like to thank all our colleagues for their support and
ongoing commitment over many years. I am sure that the business will continue
to flourish as part of a combined group with International Paper."

Andrew Silvernail, Chairman and CEO of International Paper, commented:

"The combination of International Paper and DS Smith will create the world's
leading sustainable packaging company.  With a differentiated geographic
footprint and an unparallelled suite of sustainable packaging products and
services, we will accelerate growth, improve profitability and serve our
customers even better."

Changes to the DS Smith Board

As the Scheme has now become effective, DS Smith duly announces that, as of 31
January 2025, Tim Nicholls, Vincent Bonnot and Steven Hieatt have been
appointed to the DS Smith Board and Geoff Drabble, Tessa Bamford, Celia
Baxter, Alan Johnson, Alina Kessel, Eric Olsen and David Robbie have tendered
their resignations and have stepped down from the DS Smith Board. Miles
Roberts and Richard Pike will step down from the DS Smith Board following the
delisting of the DS Smith Shares. Iain Simm has tendered his resignation as
Company Secretary, which will take effect following the delisting.

Other

Full details of the Combination are set out in the Scheme Document, which is
also 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) .

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document.

All references to times in this announcement are to London time unless
otherwise stated.

 

Enquiries

 DS Smith Plc                                                              +44 (0) 20 7756 1800

 Hugo Fisher, Group 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

 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

 

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.

 

 

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, which contains the full terms and conditions of the Combination.

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.

Goldman Sachs International, 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 DS Smith and no one
else in connection with the matters referred to in this announcement and will
not be responsible to anyone other than DS Smith for providing the protections
afforded to clients of Goldman Sachs International, or for providing advice in
connection with the matters referred to in this announcement.

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. 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 filed the International Paper Proxy Statement with
the SEC on 12 September 2024. 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.

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.

 

 

 

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