TIDMSKG
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION 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.
Smurfit Kappa Group plc("Smurfit Kappa" or the "Group")
Smurfit Kappa's Board Unanimously Rejects Revised Proposal from
International Paper
Fails to Reflect Smurfit Kappa's Intrinsic Value, Track Record
and Superior Prospects as an Independent Business
The Board of Smurfit Kappa (the "Board") announces that it
received a revised proposal (the "Revised Proposal") from
International Paper Company ("International Paper") on Thursday
evening, 22 March 2018. Under the terms of the Revised Proposal,
Smurfit Kappa shareholders would receive EUR25.25 in cash (which
would be reduced to EUR24.605 after payment of the final dividend
of 64.5 cent recommended on 7 February 2018 and to be paid on 11
May 2018 (the "Final Dividend")) and 0.3028 new shares of
International Paper common stock for each Smurfit Kappa ordinary
share held by them.
Based on International Paper's closing share price on 23 March
2018 of $50.15 and a EUR:$ exchange rate of EUR1:$1.2353, the
Revised Proposal would value each Smurfit Kappa share at EUR37.54,
reduced to EUR36.90 when the Final Dividend is excluded.
International Paper's proposal announced and rejected by the
Board on 6 March 2018 valued each Smurfit Kappa share at EUR36.46
(without reduction for the Final Dividend). The Revised Proposal
represents an increase in value of only EUR1.08 per share,
equivalent to less than 3%.
Following careful consideration, together with its financial
advisers, the Board has unanimously rejected the Revised Proposal.
The Board is resolute in its belief that the best interests of the
Group's stakeholders are served by pursuing its future as an
independent company, operating as the European and Pan-American
leader in paper-based packaging. The Revised Proposal also
fundamentally undervalues the Group and remains significantly below
the valuations set by recent industry transactions.
The Revised Proposal continues to include a significant
proportion of the consideration in the form of International Paper
shares which are US-listed, represent uncertain value, and would
expose Smurfit Kappa shareholders to the risk of significantly
greater leverage and the challenges of integrating two businesses
with fundamentally different cultures.
Liam O'Mahony, Chairman of Smurfit Kappa, said: "On 6 March, the
Board of Smurfit Kappa unanimously rejected International Paper's
unsolicited and highly opportunistic proposal. The Revised
Proposaldoes not offer Smurfit Kappa shareholders much more than
compensation for the fall in International Paper's share price
since that date and again entirely fails to value the Group's true
intrinsic business worth and future prospects. We delivered a
record performance in 2017 and underlying trading momentum has
continued into 2018.
Moreover, the Revised Proposal does not make strategic sense for
Smurfit Kappa and its stakeholders. Smurfit Kappa has a distinct
business model and culture as a customer-oriented, performance-led
packaging leader and has already communicated a strong plan to
accelerate development and performance with its 2017 year-end
results.
The Board unanimously reaffirms its belief that it is in the
best interests of the Group's stakeholders for Smurfit Kappa to
pursue its future as an independent company, headquartered in
Ireland, operating as the European and Pan-American leader in
paper-based packaging"
Shareholders are strongly advised to take no action with respect
to the Revised Proposal.
This announcement is made without the consent of International
Paper.
There can be no certainty that any firm offer will be made, nor
any certainty as to the terms on which any firm offer might be
made, by International Paper.
This announcement contains inside information. The person
responsible for arranging for the release of this announcement on
behalf of Smurfit Kappa is Michael O'Riordan, Company Secretary.
The date and time of this announcement is the same as the date and
time that it has been communicated to the media, at 7am on 26 March
2018.
Notes:
Under International Paper's Revised Proposal, the cash element
would be adjusted for any dividends declared and/or paid after 22
March 2018, which would include the final dividend for 2017 which
has already been recommended and is proposed to be paid on 11 May
2018.
Enquiries:
Smurfit Kappa Tel: +353 (0)1 202 7000
Michael O'Riordan (Group Secretary)
Citigroup Global Markets Limited Tel: +44 (0)20 798 64000
(Financial adviser)
Michael Lavelle
Robert Redshaw
Davy Corporate Finance (Financial Tel: +353 (0)1 679 6363
adviser and Corporate Broker)
Kyran McLaughlin
FTI Consulting (Public relations adviser) Tel: +353 (0)1 765 0800
Mark Kenny
Jonathan Neilan
Melanie Farrell
Further InformationThis announcement is not intended to, and
does not, constitute or form part of (1) an offer or invitation to
purchase or otherwise acquire, subscribe for, tender, exchange,
sell or otherwise dispose of any securities, (2) the solicitation
of an offer or invitation to purchase or otherwise acquire,
subscribe for, tender, exchange, sell or otherwise dispose of any
securities, or (3) the solicitation of any vote or approval in any
jurisdiction, pursuant to this announcement or otherwise.
The distribution of this announcement in, into, or from, certain
jurisdictions other than Ireland and the United Kingdom may be
restricted or affected by the laws of those jurisdictions.
Accordingly, copies of this announcement are not being, and must
not be, mailed or otherwise forwarded, distributed or sent in,
into, or from any such jurisdiction. Therefore persons who receive
this announcement (including without limitation nominees, trustees
and custodians) and are subject to the laws of any jurisdiction
other than Ireland and the United Kingdom who are not resident in
Ireland or the United Kingdom will need to inform themselves about,
and observe any applicable restrictions or requirements. Any
failure to do so may constitute a violation of the securities laws
of any such jurisdiction.
Responsibility StatementThe Directors of Smurfit Kappa accept
responsibility for the information contained in this announcement.
To the best of their knowledge and belief (having taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they take responsibility
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulation Authority and regulated in the UK by
the Financial Conduct Authority and the Prudential Regulation
Authority, is acting as financial adviser exclusively for Smurfit
Kappa 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 in this announcement and will not
be responsible to anyone other than Smurfit Kappa for providing the
protections afford to clients of Citi nor for providing advice in
relation to any matter referred to herein.
Davy Corporate Finance, which is authorised and regulated in
Ireland by the Central Bank of Ireland, is acting exclusively for
Smurfit Kappa and no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than Smurfit Kappa for providing the protections
afforded to clients of Davy Corporate Finance, or for providing
advice in connection with the matters referred to in this
announcement.
Forward-looking StatementsThis announcement may include certain
"forward looking statements" with respect to the business, strategy
and plans of Smurfit Kappa or International Paper and Smurfit
Kappa's expectations relating to Smurfit Kappa's, or as the case
may be, International Paper's, future financial condition and
performance. Statements that are not historical facts, including
statements about Smurfit Kappa or International Paper or Smurfit
Kappa's belief and expectation, are forward looking statements.
Words such as "believes", "anticipates", "estimates", "expects",
"intends", "aims", "potential", "will", "would", "could",
"considered" and "likely", and variations of these words and
similar future or conditional expressions are intended to identify
forward-looking statements but are not the exclusive means of
identifying such statements. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
events and depend upon future circumstances that may or may not
occur.
Forward-looking statements only speak as of the date on which
they are made, and the events discussed in this announcement may
not occur. Subject to compliance with applicable law and
regulation, Smurfit Kappa is not under any obligation to update
publicly or revise forward looking statements, whether as a result
of new information, future events or otherwise.
Rule 8 - Dealing Disclosure RequirementsUnder the provisions of
Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of
"relevant securities" of Smurfit Kappa or International Paper, all
"dealings" in any "relevant securities" of Smurfit Kappa or
International Paper (including by means of an option in respect of,
or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by not later than 3.30 pm (Irish time) in
respect of the relevant securities of Smurfit Kappa and 3.30pm (New
York time) in respect of the relevant securities of International
Paper on the "business day" following the date of the relevant
transaction. This requirement will continue until the date on which
the "offer period" ends. If two or more persons co-operate on the
basis of any agreement, either express or tacit, either oral or
written, to acquire an "interest" in "relevant securities" of
Smurfit Kappa, they will be deemed to be a single person for the
purpose of Rule 8.3 of the Irish Takeover Rules.
Under Rule 8.1 of the Irish Takeover Rules, all dealings in
relevant securities of Smurfit Kappa by International Paper, or
relevant securities of International Paper by Smurfit Kappa, or by
any party acting in concert with either of them must also be
disclosed by no later than 12 noon (Irish/UK time) in respect of
the relevant securities of Smurfit Kappa and 12 noon (New York
time) in respect of the relevant securities of International Paper
on the "business day" following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can be found on the Irish Takeover Panel's
website.
If you are in any doubt as to whether or not you are required to
disclose a "dealing" under Rule 8, please consult the Irish
Takeover Panel's website at www.irishtakeoverpanel.ie or contact
the Irish Takeover Panel on telephone number +353 (0)1 678 9020;
fax number +353 (0)1 678 9289.
No Profit Forecast / Asset ValuationsNo statement in this
announcement constitutes a profit forecast for any period, nor
should any statement be interpreted to mean that earnings or
earnings per share will necessarily be greater or lesser than those
for the relevant preceding financial periods for Smurfit Kappa or
International Paper as appropriate. No statement in this
announcement constitutes an asset valuation.
Publication on websiteA copy of this announcement will be made
available, subject to certain restrictions relating to persons
resident in restricted jurisdictions, on Smurfit Kappa's website at
www.smurfitkappa.com and by no later than 12 noon on 27 March
2018.
The content of the websites referred to in this announcement is
not incorporated into and does not form part of this
announcement.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20180325005081/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
March 26, 2018 02:00 ET (06:00 GMT)
Smurfit Kappa (LSE:SKG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Smurfit Kappa (LSE:SKG)
Historical Stock Chart
From Jul 2023 to Jul 2024