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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
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JURISDICTION.
Smurfit Kappa welcomes Irish Takeover Panel deadline
The Board of Smurfit Kappa Group plc ("Smurfit Kappa" or the
"Group"), notes the announcement made earlier today by the Irish
Takeover Panel, setting, at the request of Smurfit Kappa, a
deadline of 7am on 6 June 2018 by which time International Paper
Company ("International Paper") must either announce an offer for
Smurfit Kappa under Rule 2.5 of the Irish Takeover Rules or
announce that it will not proceed with an offer for Smurfit Kappa.
Smurfit Kappa welcomes the certainty this provides for the Group
and all of its stakeholders.
The Board also notes the announcement made today by
International Paper. In particular, the Board notes International
Paper's confirmation that it will not proceed with a binding offer
unless it is recommended by the Smurfit Kappa Board.
The Board has unanimously rejected International Paper's
proposals on the basis that they are significantly below the
Board's assessment of the Group's true intrinsic worth and
prospects and remain significantly below the valuations set by
recent industry transactions.
The Board, together with its financial advisors, has given due
and careful consideration to the International Paper proposals. As
noted at the Group's recent AGM, Smurfit Kappa has met and dealt
with International Paper in a professional manner and has actively
and thoroughly evaluated each of the proposals received. As we have
done to date, the Board will continue, consistent with its
fiduciary obligations, to act in the best interests of the Group
and all of its stakeholders.
Smurfit Kappa has a market-focused and performance-led culture
and operates as an integrated packaging business. The Group
recently announced strong 2018 first quarter results and that
trading in the second quarter remains very encouraging. Smurfit
Kappa continues to implement its medium-term plan which will
enhance the Group's operating platform for sustained growth.
Smurfit Kappa is excited about its prospects in the short, medium
and long-term and expects 2018 EBITDA to be materially better than
2017.
The Board continues to believe 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.
This announcement is made without the consent of International
Paper.
There can be no certainty that any firm offer will be made by
International Paper.
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 (Corporate Broking)
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
About Smurfit Kappa
Smurfit Kappa, a FTSE 100 company, is one of the leading
providers of paper-based packaging solutions in the world, with
around 46,000 employees in approximately 370 production sites
across 35 countries and with revenue of EUR8.6 billion in 2017. We
are located in 22 countries in Europe, and 13 in the Americas. We
are the only large-scale pan-regional player in Latin America.
With our pro-active team, we relentlessly use our extensive
experience and expertise, supported by our scale, to open up
opportunities for our customers. We collaborate with
forward-thinking customers by sharing superior product knowledge,
market understanding and insights in packaging trends to ensure
business success in their markets. We have an unrivalled portfolio
of paper-packaging solutions, which is constantly updated with our
market-leading innovations. This is enhanced through the benefits
of our integration, with optimal paper design, logistics,
timeliness of service, and our packaging plants sourcing most of
their raw materials from our own paper mills.
smurfitkappa.com
Check out our microsite: openthefuture.info
Follow us on Twitter at @smurfitkappa and on LinkedIn at
'Smurfit Kappa'.
Further Information
This 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 Statement
The 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 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 afforded to clients of Citi nor for providing advice in
relation to any matter referred to herein.
Davy Corporate Finance ("Davy"), 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, or for providing advice in
connection with the matters referred to in this announcement.
Forward-looking Statements
This announcement may include certain "forward looking
statements" with respect to the business, strategy and plans of
Smurfit Kappa and its expectations relating to Smurfit Kappa's
future financial condition and performance. Statements that are not
historical facts, including statements about Smurfit Kappa 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 Requirements
Under 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.
Profit Forecast
With the exception of those statements expressly identified in
the Trading Update issued by Smurfit Kappa on 4 May 2018 as
constituting a "profit forecast" for the purposes of Rule 28 of the
Irish Takeover Rules and repeated in this announcement, no
statement in this announcement is intended to constitute a profit
forecast for the purposes of Rule 28 of the Irish Takeover Rules.
No statement in this announcement is intended to constitute an
asset valuation.
Publication on website
A 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 the business day following this
announcement.
Neither the content of the websites referred to in this
announcement, nor the contents of any other websites accessible
from hyperlinks on such websites, are incorporated into or form
part of this announcement.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20180516005874/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
May 16, 2018 10:00 ET (14:00 GMT)
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