NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
FOR
IMMEDIATE RELEASE
June 25,
2024
RECOMMENDED ALL-SHARE
COMBINATION
OF
DS SMITH
PLC
WITH
INTERNATIONAL PAPER
COMPANY
OFFER
UPDATE
The boards of International Paper
Company ("International
Paper") and DS Smith Plc ("DS Smith") are pleased to announce the
expiration of the waiting period under the Hart-Scott-Rodino Act
(the "HSR Act") for the
proposed combination of DS Smith with International Paper. This is
an important step in the consummation of the proposed combination
as the expiration removes the HSR Act's bar to closing.
Completion of the Combination remains subject to the satisfaction
or waiver of the remaining Conditions, including regulatory
clearance being received from the European Commission and the
sanctioning of the Scheme by the Court. International Paper and DS
Smith still expect the Scheme to become effective in the fourth
quarter of 2024.
Terms used but not defined in this
announcement have the meaning given to them in the Rule 2.7
announcement released by International Paper and DS Smith
on April 16, 2024.
Enquiries
International Paper
|
+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
Gordon Simpson
Edward Treadwell
|
+44 20 7251 3801
|
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
|
|
Skadden, Arps, Slate, Meagher &
Flom LLP is acting as legal adviser to International Paper in
connection with the Combination. Sidley Austin LLP is acting as US
antitrust 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.
Disclaimers
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.
Goldman Sachs International, which is authorised by the PRA
and regulated by the 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 UK 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. 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,
invitation or the solicitation of an offer to purchase or
subscribe, 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.
The Combination will be 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 will be made solely by the Scheme Document,
which will contain the full terms and conditions of the
Combination, including details of how to vote in respect of the
Scheme. Any voting decision or response in relation to the
Combination should be made solely on the basis of the Scheme
Document. DS Smith Shareholders are advised to read the formal
documentation in relation to the Combination carefully once it has
been published. 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.
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 from an independent
financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended).
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 England.
Overseas
shareholders
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. In particular, the
ability of persons who are not resident in the United Kingdom or
who are subject to the laws of another jurisdiction to vote their
DS Smith Shares in respect of the Scheme at the Court Meeting, or
to execute and deliver Forms of Proxy appointing another to vote at
the Court Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located or to which
they are subject. 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 them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of acceptance of the
Combination.
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 will be contained in the Scheme
Document.
Additional information for 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 Companies 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.
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, which differ from the
disclosure requirements of US tender offer and proxy solicitation
rules. If, in the future, International Paper exercises its right
to implement the Combination by way of an Offer and determines to
extend the Offer into the United States, the Combination will be
made in compliance with applicable US laws and
regulations.
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. If, in the future, International Paper exercises
its right to implement the Combination by way of an Offer or
otherwise in a manner that is not exempt from the registration
requirements of the US Securities Act, it will file a registration
statement with the SEC that will contain a prospectus with respect
to the issuance of New International Paper Shares. In this event,
DS Smith Shareholders are urged to read these documents and any
other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will
contain important information, and such documents will be available
free of charge at the SEC's website at www.sec.gov or by directing
a request to International Paper's contact for enquiries identified
above.
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 is accurate or complete. Any representation to the
contrary is a criminal offence in the United
States.
This announcement contains, and the Scheme Document will
contain certain unaudited financial information relating to DS
Smith that 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.
Forward Looking
Statements
This announcement contains certain "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act 1995 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 filed with the SEC contains
additional information regarding forward-looking statements and
other risk factors with respect to International
Paper.
Additional
Information
This announcement may be deemed to be solicitation material in
respect of the Combination, including the issuance of the New
International Paper Shares in respect of the Combination. In
connection with the foregoing proposed issuance of the New
International Paper Shares, International Paper expects to file the
International Paper Proxy Statement. To the extent the Combination
is effected as a scheme of arrangement under English law, the
issuance of the New International Paper Shares in connection with
the Combination would not be expected to require registration under
the US Securities Act, pursuant to an exemption provided by Section
3(a)(10) under the US Securities Act. In the event that
International Paper determines to conduct the Combination pursuant
to an offer or otherwise in a manner that is not exempt from the
registration requirements of the US Securities Act, International
Paper expects to file a registration statement with the SEC
containing a prospectus with respect to the New International Paper
Shares that would be issued in the Combination. INVESTORS AND
STOCKHOLDERS ARE URGED TO READ THE INTERNATIONAL PAPER PROXY
STATEMENT, THE SCHEME DOCUMENT, AND OTHER RELEVANT DOCUMENTS FILED
OR TO BE FILED WITH THE SEC OR INCORPORATED BY REFERENCE IN THE
INTERNATIONAL PAPER PROXY STATEMENT (IF ANY) CAREFULLY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT INTERNATIONAL PAPER, THE COMBINATION AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of
the International Paper Proxy Statement, the Scheme Document, and
other documents filed by International Paper with the SEC at the
SEC's website at http://www.sec.gov. In addition, investors
and stockholders will be able to obtain free copies of the
International Paper Proxy Statement, the Scheme Document, and other
documents filed by International Paper with the SEC at
https://www.internationalpaper.com/investors.
Participants in the
Solicitation
International Paper and its directors, officers and employees,
including Mark S. Sutton, Chairman of the International Paper Board
of Directors, Andrew K. Silvernail (also Chief Executive Officer of
the Company), Jamie A. Beggs, Christopher M. Connor, Ahmet C.
Dorduncu, Anders Gustafsson, Jacqueline C. Hinman, Clinton A.
Lewis, Jr., Kathryn D. Sullivan, Scott A. Tozier, and Anton V.
Vincent, all of whom are members of the International Paper Board ,
as well as Timothy S. Nicholls, Senior Vice President and Chief
Financial Officer may be deemed participants in the solicitation of
proxies from International Paper's stockholders in respect of the
Combination, including the proposed issuance of New International
Paper Shares. Information regarding International Paper's directors
and executive officers is contained in: (i) the "Directors,
Executive Officers and Corporate Governance," "Executive
Compensation" and "Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters" sections of the
Annual Report on Form 10-K for the fiscal year ended 31 December
2023 of International Paper, which was filed with the SEC on
February 16, 2024; (ii) the "Item 1 -
Election of 9 Directors," "Compensation Discussion & Analysis
(CD&A)," and "Security Ownership of Management" sections in the
definitive proxy statement on Schedule 14A for the 2024 annual
meeting of stockholders of International Paper, which was filed
with the SEC on April 2, 2024; and (iii) our Current Reports on Form 8-K
filed with the SEC on March 19, 2024 and May 23,
2024.
Additional information regarding the identity of potential
participants, and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the International Paper
Proxy Statement relating to the Combination when it is filed with
the SEC. These documents may be obtained free of charge from the
SEC's website at www.sec.gov and International Paper's website at
https://www.internationalpaper.com/investors.
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 at www.dssmith.com and by no later
than 12 noon on the Business Day following the date of this
announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this
announcement.
Hard copy
documents
DS
Smith Shareholders and persons with information rights may request
a hard copy of this announcement 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 6530 (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. A person so entitled may also request that all future
documents, announcements and information in relation to the
Combination be sent to them in hard copy form.
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.