IP's Board of Directors Recommends IP
Shareholders Vote "FOR" the Proposal
MEMPHIS,
Tenn., Sept. 12, 2024 /PRNewswire/
-- International Paper (NYSE: IP, "IP") today announced that
it has filed with the U.S. Securities and Exchange Commission (the
"SEC") a definitive proxy statement on Schedule 14A (including any
amendments and supplements thereto, the "Definitive Proxy
Statement") in connection with its pending acquisition of DS Smith
Plc (LSE: DSS, "DS Smith") (the "Combination").
All shareholders of record of IP common stock as of the close of
business on Thursday, September 12,
2024, will be entitled to vote their shares by proxy at the
special meeting of the IP shareholders (the "Special Meeting") to
approve the issuance (the "Share Issuance") of new shares of common
stock of IP, par value $1.00 per
share, in connection with the Combination. In addition, on
September 11, 2024, DS Smith
published and sent to DS Smith shareholders its scheme document in
the United Kingdom prepared in
accordance with Part 26 of the U.K. Companies Act 2006, containing
the full terms and conditions of the Combination, and setting
October 7, 2024 as the date of DS
Smith's shareholder meeting to approve the Combination. On
September 11, 2024, IP also published
a Prospectus with the U.K. Financial Conduct Authority, in
connection with the admission to trading of IP's shares of common
stock, par value $1.00 per share, on
the London Stock Exchange upon completion of the Combination.
The Special Meeting is scheduled to take place on Friday, October 11, 2024. All eligible IP
shareholders will receive a copy of the Definitive Proxy Statement
and instructions on how to vote. The IP board of directors
unanimously recommends that IP shareholders vote "FOR" the
proposals as described in detail in the Definitive Proxy
Statement.
The Combination will be structured as an acquisition of DS Smith
by IP and implemented in accordance with the rules of the U.K.
Takeover Code and English law.
The Combination is expected to create a global leader in
sustainable packaging solutions focused on the attractive and
growing North American and European regions; leverage the
companies' complementary business models to increase vertical
integration to improve profitability; strengthen customer value
proposition through enhanced offerings, innovation, and geographic
reach; and accelerate sustainability, including through innovation,
for the benefit of all stakeholders.
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 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.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release that are
not historical in nature may be considered "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended. Forward-looking statements can be
identified by the use of forward-looking or conditional words such
as "expects," "anticipates," "believes," "estimates," "could,"
"should," "can," "forecast," "intend," "look," "may," "will,"
"remain," "confident," "commit" and "plan" or similar expressions.
These statements are not guarantees of future performance and
reflect management's current views and speak only as to the dates
the statements are made and are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied in these statements. All statements, other
than statements of historical fact, are forward-looking statements,
including, but not limited to, statements regarding the anticipated
financial results, economic conditions, industry trends, future
prospects and the execution and consummation of corporate
transactions or contemplated acquisitions including the
Combination. Factors which could cause actual results to differ
include but are not limited to: (i) our ability to consummate and
achieve the benefits expected from, and other risks associated
with, acquisitions, joint ventures, divestitures, spinoffs, capital
investments and other corporate transactions, including, but not
limited to, the Combination and our ability to integrate and
implement our plans, forecasts, and other expectations with respect
to the combined company; (ii) uncertainty as to whether or when the
Combination may be completed, if at all; (iii) risks with respect
to climate change and global, regional, and local weather
conditions, as well as risks related to our targets and goals with
respect to climate change and the emission of greenhouse gases
("GHG") and other environmental, social and governance matters,
including our ability to meet such targets and goals; (iv) loss
contingencies and pending, threatened or future litigation,
including with respect to environmental related matters; (v) the
level of our indebtedness, risks associated with our variable rate
debt, and changes in interest rates (including the impact of
current elevated interest rate levels); (vi) the impact of global
and domestic economic conditions and industry conditions, including
with respect to current negative macroeconomic conditions,
inflationary pressures and changes in the cost or availability of
raw materials, energy sources and transportation sources, supply
chain shortages and disruptions, competition we face, cyclicality
and changes in consumer preferences, demand and pricing for our
products, and conditions impacting the credit, capital and
financial markets; (vii) risks arising from conducting business
internationally, domestic and global geopolitical conditions,
military conflict (including the Russia/Ukraine conflict, the conflict in the
Middle East, the possible
expansion of such conflicts, and the potential geopolitical and
economic consequences associated therewith), changes in currency
exchange rates, trade protectionist policies, downgrades in our
credit ratings, and/or the credit ratings of banks issuing certain
letters of credit, issued by recognized credit rating
organizations; (viii) the amount of our future pension funding
obligations, and pension and healthcare costs; (ix) the costs of
compliance, or the failure to comply with, existing and new
environmental (including with respect to climate change
and GHG emissions), tax, labor and employment, privacy,
anti-bribery and anti-corruption, and other U.S. and non-U.S.
governmental laws and regulations; (x) any material disruption at
any of our manufacturing facilities or other adverse impact on our
operations due to severe weather, natural disasters, climate change
or other causes; (xi) our ability to realize expected benefits and
cost savings associated with restructuring initiatives;
(xii) cybersecurity and information technology risks,
including as a result of security breaches and cybersecurity
incidents; (xiii) our exposure to claims under our agreements with
Sylvamo Corporation; (xiv) our failure to realize the anticipated
benefits of the spin-off of Sylvamo Corporation and the
qualification of such spin-off as a tax-free transaction for U.S.
federal income tax purposes; and (xv) our ability to attract and
retain qualified personnel. These and other factors that could
cause or contribute to actual results differing materially from
such forward-looking statements can be found in our press releases
and other reports filed with the SEC. In addition, other risks and
uncertainties not presently known to IP or that we currently
believe to be immaterial could affect the accuracy of any
forward-looking statements. IP undertakes no obligation to publicly
update any forward-looking statements, whether as a result of new
information, future events or otherwise.
IP's Annual Report on Form 10-K for the fiscal year
ended December 31, 2023, and its Quarterly Reports on Form
10-Q for the periods ended March 31,
2024, and June 30, 2024
contain additional information regarding forward-looking statements
and other risk factors with respect to IP.
Additional Information
This press release may be
deemed to be solicitation material in respect of the Combination,
including the Share Issuance. In connection with the Share
Issuance, IP filed the Definitive Proxy Statement with the SEC on
September 12, 2024. To the extent IP
effects the Combination as a scheme of arrangement under the laws
of the United Kingdom, the Share
Issuance does not require registration under the U.S. Securities
Act of 1933, as amended, and the rules and regulations promulgated
thereunder (the "Securities Act"), pursuant to an exemption
provided by Section 3(a)(10) under the Securities Act. In the
event that IP determines to conduct the Combination pursuant to an
offer or otherwise in a manner that is not exempt from the
registration requirements of the Securities Act, it will file a
registration statement with the SEC containing a prospectus with
respect to the Share Issuance. INVESTORS AND STOCKHOLDERS ARE URGED
TO READ THE DEFINITIVE PROXY STATEMENT, THE SCHEME DOCUMENT, AND
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT IP, THE COMBINATION, THE SHARE
ISSUANCE, AND RELATED MATTERS. Investors and stockholders will be
able to obtain free copies of the Definitive Proxy Statement and
other documents filed by IP 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 Definitive Proxy
Statement, the scheme document, and other documents filed by IP
with the SEC
at https://www.internationalpaper.com/investors.
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SOURCE International Paper