TIDMSKG
RNS Number : 2494O
International Paper Company
16 May 2018
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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.5 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES 2013 ("IRISH TAKEOVER RULES") AND THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE.
FOR IMMEDIATE RELEASE
16 May 2018
International Paper Company Supports Irish Takeover Panel
Timeline
Engagement Key to Unlocking Value
Today, the Irish Takeover Panel announced that International
Paper Company ("International Paper" or "IP") has until 7:00 am on
6 June, 2018 to announce whether it will or will not make a binding
offer for Smurfit Kappa Group plc ("Smurfit Kappa") under Rule 2.5
of the Irish Takeover Rules. IP supports the Panel's decision and
favours a prompt resolution.
International Paper believes its current proposal represents a
compelling strategic and financial rationale for a combination with
Smurfit Kappa. From the outset, IP has stressed the importance of
proceeding on an agreed basis. To that end IP confirms that it will
not proceed with a binding offer unless it is recommended by
Smurfit Kappa's Board of Directors.
Furthermore, International Paper confirms that it would seek a
secondary listing on the London Stock Exchange to enable Smurfit
Kappa shareholders to share in the potential value created by a
transaction. IP would also provide Smurfit Kappa shareholders with
a "mix and match" facility, which would allow Smurfit Kappa
shareholders to elect, subject to other shareholders making
countervailing elections, to receive a greater or lesser proportion
of cash or International Paper shares.
International Paper believes both companies should meet to
discuss the synergy potential of the combined company and gain a
better understanding of each company's current outlook, in order to
explore a path forward to a recommended transaction.
Enquiries:
International Paper
Media
Tom Ryan +1 901 419 4333
Investor Relations
Guillermo Gutierrez +1 901 419 1731
Michele Vargas +1 901 419 7287
Deutsche Bank (Financial Adviser and Corporate
Broker to International Paper)
Richard Sheppard
Chris Raff
Charles Wilkinson (Corporate Broking) +44 20 7545 8000
Sard Verbinnen & Co (PR Adviser to International
Paper)
David Reno +1 212 687 8080
Jon Aarons +44 20 3178 8914
Powerscourt (PR Adviser to International Paper)
Rory Godson +44 20 7324 0491
Reservations
The terms of the current proposal remain subject to the
reservations announced on 26 March 2018, as set out below.
International Paper reserves the right to:
-- Introduce other forms of consideration and/or, subject to the
consent of the Irish Takeover Panel, to vary the composition of the
consideration referred to above;
-- Implement the transaction through or together with a
subsidiary of International Paper or a company which will become a
subsidiary of International Paper;
-- Announce an offer (including a cash offer and/or a share
offer) for Smurfit Kappa on less favourable terms than those set
out in the revised proposal announced on 26 March, 2018:
o With the agreement or recommendation of the Smurfit Kappa
Board;
o If a third party announces an offer or firm intention to make
an offer for Smurfit Kappa on less favourable terms; or
o Following the announcement by Smurfit Kappa of a whitewash
transaction pursuant to the Irish Takeover Rules on less favourable
terms; and/or
-- In the event that any dividend or other distribution is
announced, declared, made or paid by Smurfit Kappa, reduce the cash
and/or share component of its offer by the gross amount of such
dividend or other distribution.
This announcement does not amount to a firm intention to make an
offer for Smurfit Kappa under Rule 2.5 of the Irish Takeover Rules
and, accordingly, there can be no certainty that any offer will be
forthcoming. The current proposal was made on an indicative and
non-binding basis.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Irish Takeover Rules,
International Paper announces that, as of the close of business on
15 May, 2018, it had 414,113,434 shares of common stock of par
value $1.00 each in issue ("Common Stock"). The International
Securities Identification Number for the Common Stock is
US4601461035.
International Paper confirms that, as of the close of business
on 15 May, 2018, it had 6,172,644 contingent awards of common stock
outstanding through its Performance Share Plan which, upon vesting,
would entitle holders to receive up to a maximum of 6,172,644 units
of Common Stock, assuming satisfaction of the applicable
performance criteria at maximum performance. International Paper
further confirms that, as of the close of business on 15 May, 2018,
it had 167,180 awards of common stock outstanding through its
Restricted Stock Award program which, upon vesting, entitle holders
to receive up to a maximum of 167,180 units of Common Stock.
The Directors of International Paper 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 accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
A person interested in (as defined in the Irish Takeover Rules)
1% or more of any class of relevant securities of Smurfit Kappa or
International Paper may have disclosure obligations under Rule 8.3
of the Irish Takeover Rules. Such disclosures should be publicly
disclosed by no later than 3.30pm (Irish/UK 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. The
requirement will continue until 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 either Smurfit Kappa or International Paper,
they will be deemed to be a single person for the purposes 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. Interests in
securities arise, in summary, when a person has a 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 used in this paragraph should be read in light of
the meanings given to those terms in the Irish Takeover Rules. If
you are in any doubt as to whether or not you are required to
disclose dealings under Rule 8, please consult with the Irish
Takeover Panel's website at www.irishtakeoverpanel.ie or contact
the Irish Takeover Panel by telephone on +353 1 678 9020.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
Ireland may be restricted by law and therefore persons into whose
possession this announcement comes should inform themselves about,
and observe, such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities law of
any such jurisdiction.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United
Kingdom, by the Prudential Regulation Authority. It is subject to
supervision by the European Central Bank and by BaFin, Germany's
Federal Financial Supervisory Authority, and is subject to limited
regulation in the United Kingdom by the Prudential Regulation
Authority and the Financial Conduct Authority ("FCA"). Details
about the extent of its authorisation and regulation by the
Prudential Regulation Authority, and regulation by the FCA, are
available on request or from
www.db.com/en/content/eu_disclosures.htm. Deutsche Bank Securities
Inc ("DBSI") is acting as financial adviser and Deutsche Bank AG,
acting through its London Branch (together with DBSI, "Deutsche
Bank"), is acting as financial adviser and corporate broker to
International Paper and no other person in connection with this
announcement or any of its contents. Deutsche Bank will not be
responsible to any person other than International Paper for
providing any of the protections afforded to clients of Deutsche
Bank, nor for providing any advice in relation to the acquisition
or any other matter referred to herein. Neither Deutsche Bank 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 Deutsche Bank in
connection with this announcement, any statement contained
herein or otherwise.
Skadden, Arps, Slate, Meagher & Flom (UK) LLP and Arthur Cox
are acting for International Paper as legal counsel in relation to
the possible offer referred to in this announcement.
No statement in this communication is intended to constitute a
profit forecast for any period, nor should any statements be
interpreted to mean that profits 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 communication
constitutes an asset valuation.
Certain statements in this announcement may be considered
forward-looking statements. Words such as "expects", "anticipates",
"estimates", "believes" and similar expressions identify
forward-looking statements. The forward-looking statements include,
but are not limited to, information regarding the ability of
International Paper to complete the transaction, the timing of an
offer by International Paper, the nature of International Paper's
offer including whether or not a secondary listing will be made and
potential synergies and benefits for the combined company. These
statements reflect management's current views and are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied in these statements.
Factors which could cause actual results to differ include but are
not limited to: (i) the level of indebtedness and changes in
interest rates; (ii) industry conditions, including but not limited
to changes in the cost or availability of raw materials, energy and
transportation costs, competition faced, cyclicality and changes in
consumer preferences, demand and pricing for International Paper
products; (iii) global economic conditions and political changes,
including but not limited to the impairment of financial
institutions, changes in currency exchange rates, credit ratings
issued by recognised credit rating organisations, the amount of
future pension funding obligation, changes in tax laws and pension
and health care costs; (iv) unanticipated expenditures related to
the cost of compliance with existing and new environmental and
other governmental regulations and to actual or potential
litigation; (v) whether International Paper experiences a material
disruption at one of its manufacturing facilities; (vi) risks
inherent in conducting business through joint ventures; (vii)
ability to achieve the benefits expected from strategic
acquisitions, divestitures and restructurings; (viii) the outcome
of consultations with employees required by applicable law; (ix)
the willingness of the Smurfit Kappa Board to recommend a
transaction with International Paper, and (x) other factors that
can be found in International Paper's press releases and U.S.
Securities and Exchange Commission (the "SEC") filings. These and
other factors that could cause or contribute to actual results
differing materially from such forward-looking statements are
discussed in greater detail in International Paper's SEC filings.
International Paper undertakes no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Important Additional Information
In connection with a potential acquisition by International
Paper of Smurfit Kappa that is carried out by way of a scheme of
arrangement ("Scheme"), the new International Paper shares to be
issued to Smurfit Kappa shareholders under the terms of the Scheme
have not been, and will not be, registered under the U.S.
Securities Act of 1933 or under the securities laws of any state,
district or other jurisdiction of the United States. It is expected
that the new International Paper shares would be issued in reliance
upon the exemption from the registration requirements of the U.S.
Securities Act of 1933 provided by Section 3(a)(10) thereof.
Nothing in this announcement should be construed as meaning that
the potential acquisition will be carried out by a scheme of
arrangement, or at all.
In the event that a Scheme does not qualify (or International
Paper otherwise elects pursuant to its right to proceed with the
transaction in a manner that does not qualify) for an exemption
from the registration requirements of the U.S. Securities Act of
1933, International Paper would expect to register the offer and
sale of the securities it would issue to Smurfit Kappa's
shareholders by filing with the SEC a registration statement on
Form S-4 (the "Registration Statement"), which would contain any
necessary prospectus, as well as other relevant materials (the
"Tender Offer Documents"). No such materials have yet been filed.
This communication is not a substitute for any Registration
Statement or prospectus that International Paper may file with the
SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER
OFFER DOCUMENTS AND ALL OTHER RELEVANT DOCUMENTS THAT INTERNATIONAL
PAPER OR SMURFIT KAPPA HAS FILED OR MAY FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING THE PROPOSED ACQUISITION.
The information contained in this document must not be
published, released or distributed, directly or indirectly, in any
jurisdiction where the publication, release or distribution of such
information is restricted by laws or regulations. Therefore,
persons in such jurisdictions into which these materials are
published, released or distributed must inform themselves about and
comply with such laws or regulations. International Paper does not
accept any responsibility for any violation by any person of any
such restrictions. The Tender Offer Documents and other documents
referred to above, if filed or furnished by International Paper
with the SEC, as applicable, will be available free of charge at
the SEC's website (www.sec.gov) or by writing to International
Paper, 6400 Poplar Ave Memphis, TN 38197, United States.
Publication on a website
In accordance with Rule 19.9 of the Irish Takeover Rules, a copy
of this announcement will be published on the International Paper
website
(http://investor.internationalpaper.com/investor-relations/Smurfit-Kappa-Proposal)
by no later than 12 noon on the business day following this
announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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