The boards of International Paper Company (“International Paper“) and DS Smith Plc (“DS Smith“) announced that they had reached agreement on the terms of a recommended all-share combination of DS Smith with International Paper (the “Combination“), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme“). The scheme document in connection with the Scheme was published and sent by DS Smith to DS Smith Shareholders on 11 September 2024 (the “Scheme Document“). As announced by DS Smith on 7 October 2024, the Scheme was approved by the requisite majority of DS Smith Shareholders on 7 October 2024.
Subject to the Scheme becoming effective, DS Smith shareholders shall receive New International Paper Shares which will rank pari passu in all respects with International Paper Shares that are in issue at the Scheme Record Time (being 6.00 p.m. GMT on 31 January 2025), including the right to receive and retain, in full, dividends and other distributions declared, made or paid by International Paper after the Effective Date.
Terms used but not defined in this announcement have the same meanings as in the Scheme Document.
Update on Conditions
International Paper is pleased to announce that the European Commission issued its Phase I clearance of the Combination on 24 January 2025. The clearance is conditional on International Paper entering into commitments to divest its box plants located in Mortagne, Saint-Amand, and Cabourg (France), Ovar (Portugal) and Bilbao (Spain). Completion of the divestment is not a condition to the completion of the Combination. Accordingly, the Condition set out in paragraph 3(a) of Part Three of the Scheme Document has been satisfied and the clearances have been received or deemed received or the applicable waiting periods have expired in respect of all of the Conditions relating to antitrust and regulatory approvals as set out in paragraphs 3(a) to (e) of Part Three of the Scheme Document.
Andrew Silvernail, of International Paper, commented:
“While we would have preferred to keep the selected locations as part of our portfolio, these are attractive sites and we are confident we will find a suitable buyer. We are very pleased to have reached this important milestone in our acquisition of DS Smith. This combination will create a global leader in sustainable packaging solutions, focused on the attractive and growing North American and EMEA regions.”
Next Steps and Expected Timetable
The Combination remains subject to the Court sanctioning the Scheme at the Court Hearing, the delivery of the Court Order to the Registrar of Companies and the satisfaction or (if capable of waiver) the waiver of the remaining Conditions to the Scheme (as set out in the Scheme Document).
The expected timetable of principal events for the implementation of the Scheme is set out below. In particular, please note that the Court Hearing has been scheduled to take place on 30 January 2025 and that the Scheme is expected to become effective on 31 January 2025.
These dates and times are indicative only and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to DS Smith Shareholders through a Regulatory Information Service, with such announcement being made available on DS Smith’s website
