1. International Paper and DS Smith are merging through an all-share combination. 2. European Commission has granted Phase I clearance for the merger. 3. International Paper will divest certain plants as a merger condition. 4. The merger is expected to create a leader in sustainable packaging.
The merger signals growth potential, reflecting favorable market conditions similar to past consolidations.
The merger can significantly influence International Paper’s future financial health and market strategy.
The successful completion of the merger could enhance market position over the long term.
MEMPHIS, Tenn., Jan. 24, 2025 /PRNewswire/
On 16 April 2024, 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.
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."
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.
| Event | Time and/or date |
|---|---|
| Court Hearing (to sanction the Scheme) | 30 January 2025 |
| Last day of dealings in, and for registration of transfers of, and disablement in CREST of, DS Smith Shares | 31 January 2025 |
| Scheme Record Time | 6.00 p.m. on 31 January 2025 |
| Effective Date of the Scheme | 31 January 2025 |
| Suspension of listing of, and dealings in, DS Smith Shares | 7.30 a.m. on 3 February 2025 |
| Issue of New International Paper Shares | after 5.00 p.m. (New York time) on 3 February 2025 |
| Cancellation of listing of DS Smith Shares | by 8.00 a.m. on 4 February 2025 |
| Admission of, and commencement of dealings in, New International Paper Shares on the London Stock Exchange | by 8.00 a.m. on 4 February 2025 |
| Admission of, and commencement of dealings in, New International Paper Shares on the New York Stock Exchange | by 9.30 a.m. (New York time) on 4 February 2025 |
| New International Paper Shares are credited to CREST accounts of DS Smith Shareholders | on or as soon as possible after 9.30 a.m.(New York time) on 4 February 2025 but not later than 14 calendar days after the Effective Date |
| New depositary interests issued by the DI Custodian | on or as soon as possible after 9.30 a.m.(New York time) on 4 February 2025 but not later than 14 calendar days after the Effective Date |
| New International Paper Shares registered through DRS | on or as soon as possible after 9.30 a.m.(New York time) on 4 February 2025 but not later than 14 calendar days after the Effective Date |
| Bidco re-registers DS Smith as a private limited company | 4 February 2025 or as soon as possible thereafter |
| Despatch of statements of entitlement to New International Paper Shares held through DRS | within 14 calendar days after the Effective Date |
| Despatch of cheques and/or crediting of CREST accounts of Scheme Shareholders with any cash due in relation to the sale of fractional entitlements | within 14 calendar days after the Effective Date |
| Long Stop Date | 16 October 2025 |
About International Paper: International Paper (NYSE: IP) is a global producer of sustainable packaging, pulp and other fiber-based products, and one of the world's largest recyclers. Headquartered in Memphis, Tenn., we employ approximately 39,000 colleagues globally who are committed to creating what's next. We serve customers worldwide, with manufacturing operations in North America, Europe, Latin America and North Africa. Net sales for 2023 were $18.9 billion. Additional information can be found by visiting internationalpaper.com.