Creates Significant Shareholder Value and a
Global Leader in Sustainable Packaging Solutions with a Focus on
Attractive and Growing North American and European Regions
Strengthens Customer Value Proposition Through
Enhanced Offerings, Innovation and Geographic Reach
Expected to Achieve Significant Synergies of
At Least $514 Million
EPS Accretive in Year One with a Strong
Investment-Grade Balance Sheet
Shared Commitment to Sustainability and
Responsible Growth
MEMPHIS,
Tenn., April 16, 2024 /PRNewswire/ --
International Paper (NYSE: IP, "IP") and DS Smith Plc (LSE: SMDS,
"DS Smith") today announced that they have reached agreement on the
terms of a recommended all-share combination (the "Combination"),
creating a truly global leader in sustainable packaging
solutions.
The terms of the Combination value each DS Smith share at
415 pence per share1, and
will result in IP issuing 0.1285 shares for each DS Smith
share, resulting in pro forma ownership of 66.3 percent for IP
shareholders and 33.7 percent2 for DS Smith
shareholders, implying a transaction value of approximately
$9.9 billion3. The
Combination is expected to close by the fourth quarter of 2024.
"Combining with DS Smith is a logical next step in IP's strategy
to drive profitable growth by strengthening our global packaging
business," said Mark S. Sutton,
Chairman and CEO of IP. "DS Smith is a leader in packaging
solutions with an extensive reach across Europe, which complements IP's capabilities
and will accelerate growth through innovation and sustainability.
We are confident this combination will drive significant value for
our employees, customers, and shareholders."
CEO-Elect of IP, Andrew K.
Silvernail added, "Bringing together the capabilities and
expertise of both companies will create a winning position in
renewable packaging across Europe,
while also enhancing IP's North American business. I firmly believe
this strategic combination offers a unique and highly compelling
opportunity to create tremendous shareholder value. I am also
committed to working with the teams to deliver the expected
synergies, along with the ongoing profit improvement initiatives
across the IP portfolio."
CEO of DS Smith, Miles Roberts,
said, "The combination with IP is an attractive opportunity to
create a truly international sustainable packaging solutions leader
that is well positioned in attractive and growing markets across
Europe and North America. It combines two focused and
complementary businesses. DS Smith has grown significantly through
a dedication to customers, focus on innovation, quality of
packaging and high levels of service. In a dynamic sustainable
packaging landscape, the combination will enhance our global
proposition to customers, create opportunities for colleagues and
drive value for shareholders who can remain fully invested in such
an exciting business. I am proud of all that DS Smith has achieved
to date and am sure that the business will continue to flourish as
part of a combined group with IP due to the capability and
continued commitment of our colleagues."
Compelling Strategic Opportunity
- Creates a global leader in sustainable packaging solutions,
focused on the attractive and growing North American and European
regions
- Establishes a differentiated corrugated packaging company with
approximately 90% of revenue from sustainable fiber-based
packaging.
- Expands IP's footprint and capabilities in the attractive
European region.
- Combines DS Smith's extensive European sales of $9.4 billion4 in FY23 with IP's
European sales of $1.5 billion in
FY23.
- Enhances IP's business in North
America's eastern region with the addition of DS Smith's
complementary box network.
- Complementary business models increase vertical integration
to improve profitability
- Integration of approximately 500-600k tons of containerboard from DS Smith into
the IP mill system will increase the combined integration rate to
approximately 90%.
- Optimizes the combined network of mills, box plants, and supply
chains.
- Strengthens customer value proposition through enhanced
offerings, innovation, and geographic reach
- Enhances ability to serve global customers with a highly
complementary, quality portfolio and broader product
offerings.
- Increases exposure to the attractive, fast-moving consumer
goods and e-commerce segments.
- Greater opportunity for cross-selling products and services
across respective regional and global customers.
- Combines market and commercial expertise, and innovation
capabilities.
- Generates revenue synergies primarily from incremental sales
generated by DS Smith's Innovation Network being extended to IP's
European customers.
- Accelerates sustainability, including through innovation,
for the benefit of all stakeholders
- Combines IP and DS Smith's experienced management teams to
accelerate innovative sustainable solutions and advance the
circular economy.
- Expands a portfolio of sustainable products to meet customers'
evolving preferences.
- Aligns commitment to grow responsibly through environmental
stewardship, community engagement, and strong corporate
governance.
- Similar cultures and experienced teams ensure low
integration and operational risk
- Shared purpose-driven cultures with a relentless focus on
sustainability, responsible growth, positively impacting
communities and a commitment to creating innovative solutions that
meet customer needs.
- Intention to retain DS Smith's London headquarters as IP's new EMEA
headquarters.
- Both the IP and DS Smith teams, including IP CEO-Elect Andrew
K. Silvernail, have expertise and experience in successfully
integrating large scale acquisitions.
Significant Value Creation
- Substantial synergies through global scale and
optimization
- Expected to deliver at least $514
million of pre-tax cash synergies on an annual run-rate
basis by the end of the fourth year following the close of the
Combination, comprised of the following:
- 92%, or $474 million per annum of
cost synergies, across the following sources:
- 47%, or $241 million from
operational synergies across the combined network of mills, box
plants, and global supply chain, including:
- Integration benefit of balancing containerboard supply
positions (approximately 500 to 600k
tons);
- Freight optimization benefits; and
- Operational efficiencies across mill and box network from
product and system optimization, and sharing technology
expertise.
- 23%, or $117 million from
overhead synergies by reducing duplicative corporate and business
overhead expenses; and
- 23%, or $116 million from
operational procurement synergies from increased scale of the
combined company.
- 5%, or $26 million
from capex procurement synergies, by leveraging increased
scale of the combined company; and
- 3%, or $14 million of revenue
synergies.
- All potential synergies have been independently validated as
part of a Quantified Financial Benefits Statement under Rule
28.1(a) of the UK Takeover Code (the "Code").
- These synergies are expected to arise as a direct result of the
Combination and could not be achieved independently of the
Combination.
- IP anticipates that the total costs to achieve the synergies
would be approximately $370
million.
- IP expects that approximately 33% of the synergies would be
achieved in year one, with approximately 66% achieved in year two
and 95% achieved in year three following close of the transaction,
all on a run-rate basis.
- Aside from the onetime costs referred to above, no
material dissynergies are expected as a direct result of the
Combination.
- Strong pro forma financial profile will enable accelerated
growth
- Pro forma 2023 combined revenues of approximately $28.2 billion5 and combined adjusted
EBITDA of approximately $4.1
billion6.
- Expected to be EPS accretive in the first year following close
of the transaction, reflecting synergies expected to be
realized.
- Return on invested capital from the Combination is expected to
exceed IP's weighted average cost of capital by the end of the
third year following close of the transaction.
- Maintains strong balance sheet and expected to maintain IP's
current credit rating.
- Solid cash flow profile provides the financial strength needed
to deliver profitable growth.
- Expect to maintain IP's current dividend.
- Creates greater liquidity for investors and a more
diversified shareholder base
- Primary listing on the New York Stock Exchange and a secondary
listing on the London Stock Exchange.
- Deeper liquidity as a result of improved position within the
S&P 500 based on implied combined market capitalization.
Transaction Structure
The Combination will be structured as an acquisition of DS Smith
by IP and implemented in accordance with the rules of the Code and
English law. IP will issue 0.1285 for each DS Smith share, equal to
179,948,967 shares.
Upon completion of the Combination, any new IP Shares issued to
DS Smith shareholders will be authorized for primary listing on the
New York Stock Exchange subject to official notice of issuance. IP
also intends to seek a secondary listing of its shares on the
London Stock Exchange.
The Combination is expected to close by the fourth quarter of
2024, subject to IP and DS Smith shareholder approval and customary
closing conditions, including receipt of regulatory clearances, in
Europe and the U.S.
Governance and Leadership
Andrew K. Silvernail will be CEO
of the combined company and Miles
Roberts will be retained as a consultant to assist with
integration matters. As part of the Combination, up to two
non-executive directors of DS Smith will be invited to join the
Board of the combined company upon close of the Combination.
The combined company will be headquartered in Memphis, Tennessee, with plans to establish an
EMEA headquarters at DS Smith's existing London headquarters.
For the full Rule 2.7 Announcement (the "Announcement"), a copy
of this press release and further information, please visit the
dedicated transaction microsite here.
Investor Webcast
IP will host a webcast today at 1:00 p.m.
GMT/8:00 a.m. ET/7:00 a.m. CT. All interested parties are invited
to listen to the webcast via IP's website at
http://www.internationalpaper.com by clicking on the Investors tab
and going to the Events & Presentations page. An investor
presentation will also be filed and available on the investor
relations page. A replay of the webcast will be on the website
beginning approximately two hours after the call. Parties who wish
to participate in the webcast via teleconference may dial (844)
291-6360 and outside the U.S. +1 (234) 720-6993, and ask to be
connected to the IP Investor Call. The conference ID number is
7865078. An audio-only replay will be available for four weeks
following the call. To access the replay, dial (866) 207-1041 or +1
402-970-0847 and when prompted for the conference ID, enter
9511554.
Advisors
BofA Securities, Inc. is acting as sole financial advisor to IP.
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal
adviser to IP in connection with the Combination. Sidley Austin LLP
is acting as U.S. antitrust legal adviser to IP in connection with
the Combination.
Goldman Sachs International, Citigroup Global Markets Limited,
and J.P. Morgan Securities Plc are acting as financial advisors to
DS Smith. Slaughter and May is acting as legal adviser to DS Smith
in connection with the Combination. Sullivan & Cromwell LLP is
acting as U.S. legal adviser to DS Smith in connection with the
Combination.
About International Paper
International Paper (NYSE: IP) is a global provider of renewable
fiber-based packaging and pulp products, and one of the
world's largest recyclers. Headquartered in Memphis, Tenn., we employ approximately 40,000
colleagues globally who are committed to creating what's next. We
serve customers worldwide, with manufacturing operations in
North America, Latin America, North
Africa, and Europe. Net
sales for 2023 were $18.9 billion.
Additional information can be found by
visiting internationalpaper.com.
About DS Smith
DS Smith is a leading provider of sustainable fiber-based
packaging worldwide, which is supported by recycling and
papermaking operations. It plays a central role in the value chain
across sectors including e-commerce, fast moving consumer goods,
and industrials. Through its purpose of "Redefining Packaging for a
Changing World" and its Now and Next sustainability strategy, DS
Smith is committed to leading the transition to the circular
economy, while delivering more circular solutions for its customers
and wider society – replacing problem plastics, taking carbon out
of supply chains, and providing innovative recycling solutions. Its
bespoke box-to-box in 14 days model, design capabilities, and
innovation strategy sit at the heart of this response. DS Smith
operates in 34 countries employing around 30,000 people and is a
Strategic Partner of the Ellen MacArthur Foundation.
Contacts
International Paper
Investors
Mark Nellessen
Mark.Nellessen@ipaper.com
+1 901 419 1731
Media
FGS Global
IP@fgsglobal.com
US
+1 212 687 8080
UK
+44 20 7251 3801
DS Smith
Investors
Hugo Fisher / Anjali Kotak
+44 (0)20 7756 1800
Media
Greg Dawson
+44 (0)20 7756 1800
Brunswick Group LLP
Simon Sporborg / Dan Roberts
+44 (0) 20 7404 5959
Disclaimers
BofA Securities Inc., which is authorized 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 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 release. 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 release, any statement contained herein or otherwise.
Goldman Sachs International, which is authorized 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 release 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 release.
Citigroup Global Markets Limited ("Citi"), which is authorized
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 release 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 release. 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 release, 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 authorized 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 release and
will not regard any other person as its client in relation to the
matters set out in this release 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 release
or any other matter or arrangement referred to herein.
Further information
This release 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.
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 UK Companies Act 2006 ("Scheme"). 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
Securities Exchange Act of 1934, as amended. 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 United Kingdom 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 a takeover offer (as defined in the UK
Companies Act 2006) ("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 of
1933, as amended (the "Securities Act"), and may not be offered or
sold in the United States 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 US Securities and
Exchange Commission (the "SEC") that will contain a prospectus with
respect to the issuance of the new International Paper shares to be
issued in connection with the Combination. 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
release is accurate or complete. Any representation to the contrary
is a criminal offence in the United
States.
This release contains estimated financial information that is
unaudited and not presented in accordance with US Generally
Accepted Accounting Practices (GAAP).
Such information includes financial information presented in
accordance with International Financial Reporting Standards (IFRS);
information relating to the combined financial data presented with
the side-by-side financials; estimated efficiencies and run-rate
savings, estimated synergies and efficiencies. This information has
been provided on a forward-looking basis pursuant to an exception
for non-GAAP financial measures included in disclosures relating to
a proposed business combination transaction, the entity resulting
from the business combination transaction or any entity that is a
party to the business combination transaction where the
communication containing such disclosure is subject to the SEC's
rules relating to communications applicable to business combination
transactions. Investors should not place undue reliance on these
measures and should carefully review the risks and uncertainties
described in the cautionary statement relating to "Forward-Looking
Statements" contained herein.
It may be difficult for US DS Smith shareholders to enforce
their rights and any claim arising out of the US federal securities
laws, because DS Smith is located in a non-US country, 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 release 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 release 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 release
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 release are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only
as at the date of this release. 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 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 December 31, 2023 contains
additional information regarding forward-looking statements and
other risk factors with respect to International Paper.
Additional Information
This release may be deemed to be solicitation material in
respect of the Combination, including the issuance of the new
International Paper shares to be issued in connection with the
Combination. In connection with the foregoing proposed issuance of
the new International Paper shares, International Paper expects to
file a proxy statement on Schedule 14A with the SEC, together with
any amendments and supplements thereto, the "Proxy Statement". To
the extent the Combination is effected as a Scheme, 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 to be issued in connection with the
Combination. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT, THE SCHEME DOCUMENT, AND OTHER RELEVANT DOCUMENTS FILED
OR TO BE FILED WITH THE SEC OR INCORPORATED BY REFERENCE IN THE
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 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 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 Christopher M. Connor,
Ahmet C. Dorduncu, Ilene S. Gordon,
Anders Gustafsson, Jacqueline C. Hinman, Clinton A. Lewis, Jr., Kathryn D. Sullivan, Anton V. Vincent and Ray
G. Young, all of whom are members of International Paper's
board of directors, as well as Mark S.
Sutton, Chief Executive Officer and Chairman of
International Paper's board of directors and 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 in connection with the Combination.
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 December 31,
2023 of International Paper, which was filed with the SEC on
February 16, 2024 and (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. 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 Proxy
Statement relating to the Business 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.
No Offer or Solicitation
This press release is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote of approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
No profit forecasts or estimates
No statement in this release is intended as a profit forecast or
estimate for any period and no statement in this release should be
interpreted to mean that earnings or earnings per ordinary share,
for International Paper or DS Smith, respectively for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share for
International Paper or DS Smith, respectively.
Quantified Financial Benefits Statement
The statement referenced under the heading "Substantial and
achievable synergies through global scale and optimization"
above constitutes a "Quantified Financial Benefits Statement" under
Rule 28.1(a) of the Code. Statements of estimated synergies relate
to future actions and circumstances which, by their nature, involve
risks, uncertainties, and contingencies. As a result, the synergies
referred to in the Quantified Financial Benefits Statement may not
be achieved, may be achieved later or sooner than estimated, or
those achieved could be materially different from those estimated.
No statement in the Quantified Financial Benefits Statement, or
this release generally, should be construed as a profit forecast or
interpreted to mean that the combined company's earnings in the
first full year following the completion of the Combination, or in
any subsequent period, would necessarily match or be greater than
or be less than those of International Paper or DS Smith for the
relevant preceding financial period or any other period. For the
purposes of Rule 28 of the Code, the Quantified Financial Benefits
Statement contained in this release is the responsibility of
International Paper and the International Paper directors.
1 Based on the IP undisturbed share price of
$40.85 on 25
March 2024, the DS Smith undisturbed share price of 281p on
7 February 2024, and a GBP / USD
FX rate of 1.2645 as of 25 March
2024.
2 Based on IP diluted share capital of 354,258,615 and
DS Smith diluted share capital of 1,400,381,069.
3 Based on DS Smith net debt of $2,495
million, non-controlling interests of $4 million and net pension liability of
$63 million, assuming a GBP / USD FX
rate of 1.2645 as of 25 March
2024.
4 Based on GBP / USD FX rate of 1.2451, as of 16:00
UK time on 15 April 2024.
5 Based on GBP / USD FX rate of 1.2451, as of 16:00
UK time on 15 April 2024.
6 Pro forma based on FY 2023 (Dec-2023) for
International Paper and last 12 months ending October 2023 financials for DS Smith. Please see
our Investor presentation as well as the Investors section of our
website (www.internationalpaper.com) for more information on
non-GAAP financial measures, definitions and reconciliations to
most directly comparable U.S. GAAP measures. Please note
approximation includes projected synergies.
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SOURCE International Paper