RECOMMENDED ALL-SHARE COMBINATION of DS SMITH PLC and INTERNATIONAL PAPER COMPANY (to be implemented by way of a scheme of arrangement under Part 26) UPDATE ON CONDITIONS AND TIMETABLE
International Paper (IP) has received Phase I clearance from the European Commission for its all-share combination with DS Smith, announced on April 16, 2024. The clearance requires IP to divest five box plants in France, Portugal, and Spain. The combination, approved by DS Smith shareholders on October 7, 2024, is expected to become effective on January 31, 2025.
The merger timeline includes key dates: Court Hearing on January 30, 2025, suspension of DS Smith shares trading on February 3, 2025, and the issuance of New International Paper Shares after 5:00 PM New York time on February 3, 2025. Trading of new IP shares will commence on both the London Stock Exchange and NYSE by February 4, 2025.
International Paper (IP) ha ricevuto l'approvazione di Fase I dalla Commissione Europea per la sua fusione totale con DS Smith, annunciata il 16 aprile 2024. L'approvazione richiede che IP ceda cinque impianti di produzione di scatole in Francia, Portogallo e Spagna. La fusione, approvata dagli azionisti di DS Smith il 7 ottobre 2024, dovrebbe diventare operativa il 31 gennaio 2025.
Il cronoprogramma della fusione include date chiave: udienza in tribunale il 30 gennaio 2025, sospensione delle negoziazioni delle azioni di DS Smith il 3 febbraio 2025 e emissione delle nuove azioni di International Paper dopo le 17:00 ora di New York del 3 febbraio 2025. Le negoziazioni delle nuove azioni IP inizieranno sia alla Borsa di Londra che al NYSE entro il 4 febbraio 2025.
International Paper (IP) ha recibido la aprobación de Fase I de la Comisión Europea para su fusión total con DS Smith, anunciada el 16 de abril de 2024. La aprobación requiere que IP venda cinco plantas de cajas en Francia, Portugal y España. La fusión, aprobada por los accionistas de DS Smith el 7 de octubre de 2024, se espera que entre en vigor el 31 de enero de 2025.
La cronología de la fusión incluye fechas clave: audiencia judicial el 30 de enero de 2025, suspensión de la negociación de acciones de DS Smith el 3 de febrero de 2025 y emisión de las nuevas acciones de International Paper después de las 5:00 PM hora de Nueva York del 3 de febrero de 2025. La negociación de las nuevas acciones de IP comenzará tanto en la Bolsa de Valores de Londres como en el NYSE a más tardar el 4 de febrero de 2025.
International Paper (IP)는 2024년 4월 16일 발표된 DS Smith와의 전면 합병에 대해 유럽 연합 집행위원회의 1단계 승인을 받았습니다. 이 승인에 따라 IP는 프랑스, 포르투갈, 스페인에 있는 다섯 개의 박스 공장을 매각해야 합니다. DS Smith 주주들이 2024년 10월 7일 승인한 이 합병은 2025년 1월 31일 발효될 예정입니다.
합병 일정에는 중요한 날짜가 포함되어 있습니다: 2025년 1월 30일 재판 소송, 2025년 2월 3일 DS Smith 주식 거래 중단, 그리고 2025년 2월 3일 뉴욕 시간으로 오후 5시 이후 International Paper의 새로운 주식이 발행됩니다. 새로운 IP 주식의 거래는 2025년 2월 4일까지 런던 증권 거래소와 NYSE에서 시작될 것입니다.
International Paper (IP) a obtenu l'approbation de la Phase I de la Commission Européenne pour sa fusion totale avec DS Smith, annoncée le 16 avril 2024. L'approbation exige qu'IP cède cinq usines de boîtes en France, au Portugal et en Espagne. La fusion, approuvée par les actionnaires de DS Smith le 7 octobre 2024, devrait entrer en vigueur le 31 janvier 2025.
Le calendrier de la fusion comprend des dates clés : audience au tribunal le 30 janvier 2025, suspension de la négociation des actions de DS Smith le 3 février 2025 et émission de nouvelles actions d'International Paper après 17h00, heure de New York, le 3 février 2025. La négociation des nouvelles actions IP commencera le 4 février 2025 à la Bourse de Londres et au NYSE.
International Paper (IP) hat die Phase-I-Zulassung der Europäischen Kommission für seine vollständige Fusion mit DS Smith erhalten, die am 16. April 2024 angekündigt wurde. Die Zulassung erfordert, dass IP fünf Verpackungsfabriken in Frankreich, Portugal und Spanien verkauft. Die Fusion, die von den Aktionären von DS Smith am 7. Oktober 2024 genehmigt wurde, soll am 31. Januar 2025 wirksam werden.
Der Zeitplan für die Fusion umfasst wichtige Daten: Gerichtstermin am 30. Januar 2025, Aussetzung des Handels mit DS Smith-Aktien am 3. Februar 2025 und die Ausgabe neuer International Paper-Aktien nach 17:00 Uhr New Yorker Zeit am 3. Februar 2025. Der Handel mit den neuen IP-Aktien wird spätestens am 4. Februar 2025 sowohl an der Londoner Börse als auch an der NYSE beginnen.
- European Commission approved the merger in Phase I clearance
- DS Smith shareholders already approved the combination on October 7, 2024
- Merger will create a global leader in sustainable packaging solutions
- Required divestment of five box plants in France, Portugal, and Spain
Insights
The merger of International Paper and DS Smith is entering its final phase, marking a transformative development in the global packaging industry. The EU's conditional approval, requiring divestment of five box plants in France, Portugal and Spain, represents a relatively modest concession given the deal's scale and strategic importance. These facilities, while profitable, represent a small fraction of the combined entity's operational footprint.
The deal's structure as an all-share combination preserves capital flexibility and signals confidence in long-term value creation. The merger will create a packaging powerhouse with enhanced scale economies and expanded geographical reach, particularly strengthening International Paper's European presence where DS Smith maintains strong market positions.
Strategic benefits include:
- Complementary geographic footprints enabling more efficient customer service and supply chain optimization
- Enhanced sustainable packaging capabilities, addressing growing environmental demands
- Operational synergies through combined R&D, procurement and manufacturing networks
- Improved competitive positioning against rivals like Smurfit Kappa and Mondi
The carefully planned integration timeline, with specific dates for share issuance and trading commencement, demonstrates well-orchestrated execution. The re-registration of DS Smith as a private entity post-merger suggests a streamlined operational structure moving forward.
This consolidation reflects broader industry trends toward scale and sustainability leadership, potentially triggering further M&A activity among smaller players seeking competitive relevance. The combined entity will be better positioned to navigate increasing environmental regulations and capitalize on the growing demand for sustainable packaging solutions.
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 (
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 at www.dssmith.com/possible-offer.
Event | Time and/or date1 |
Court Hearing (to sanction the Scheme) | 30 January 2025 |
Last day of dealings in, and for registration of transfers of, and | 31 January 2025 |
Scheme Record Time | 6.00 p.m. on 31 January 2025 |
Effective Date of the Scheme | 31 January 20252 |
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 |
Cancellation of listing of DS Smith Shares | by 8.00 a.m. on 4 February |
Admission of, and commencement of dealings in, New International | by 8.00 a.m. on 4 February |
Admission of, and commencement of dealings in, New International | by 9.30 a.m. ( |
New International Paper Shares are credited to CREST accounts of DS | on or as soon as possible after |
New depositary interests issued by the DI Custodian (in respect of | on or as soon as possible after |
New International Paper Shares registered through DRS (in respect of | on or as soon as possible after |
Bidco re-registers DS Smith as a private limited company and | 4 February 2025 or as soon as |
Despatch of statements of entitlement to New International Paper Shares | within 14 calendar days after |
Despatch of cheques and/or crediting of CREST accounts of Scheme | within 14 calendar days after |
Long Stop Date | 16 October 20253 |
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
Enquiries:
International Paper | |
Jose Maria Rodriguez Meis, Investors | +1 901 419 1731 |
Amy Simpson, Media | +1 901 419 4964 |
BofA Securities (Sole financial adviser | +44 20 7628 1000 |
Luca Ferrari | |
Geoff Iles | |
Antonia Rowan | |
Tom Brown | |
DS Smith | |
Hugo Fisher, Group Investor Relations
| +44 (0) 20 7756 1800 |
Goldman Sachs International | +44 (0) 20 7774 1000 |
Anthony Gutman | |
Nick Harper | |
Warren Stables | |
Citi (Financial adviser and corporate | +44 (0) 20 7986 4000 |
Andrew Seaton | |
Christopher Wren
| |
J.P Morgan Cazenove (Financial | +44 (0) 20 7742 4000 |
Charlie Jacobs Richard Walsh Jonty Edwards
| |
Brunswick Group (PR adviser to DS | +44 (0) 20 7404 5959 |
Simon Sporborg Dan Roberts | |
All times shown are
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal adviser to International Paper in connection with the Combination.
Slaughter and May is acting as legal adviser to DS Smith in connection with the Combination. Sullivan & Cromwell LLP is acting as US legal adviser to DS Smith in connection with the Combination.
Important notices relating to financial advisers
Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the
Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated in the
J.P. Morgan Securities plc (which conducts its
In accordance with the Code, normal
Further Information
This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Combination or otherwise.
The Acquisition is subject to English law and to the applicable requirements of the Code, the Panel, the Listing Rules, the London Stock Exchange and the FCA.
The Combination is made solely by the Scheme Document, which contains the full terms and conditions of the Combination. DS Smith Shareholders are advised to read the formal documentation in relation to the Combination carefully. Each DS Smith Shareholder is urged to consult their independent professional adviser regarding the tax consequences of the Combination.
This announcement does not constitute a prospectus or a prospectus equivalent document.
This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions other than the
Copies of this announcement and any formal documentation relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send copies of this announcement or any formal documentation relating to the Combination in or into or from any Restricted Jurisdiction.
If the Combination is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
Further details in relation to DS Smith Shareholders in overseas jurisdictions are contained in the Scheme Document.
Forward-looking statements
This announcement contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act 1995, as amended, 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 announcement 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 announcement 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 announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. 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 of 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 31 December 2023, and International Paper's quarterly reports on Form 10-Q for the periods ended 31 March 2024, 30 June 2024 and 30 September 2024 as filed with the SEC contain additional information regarding forward-looking statements and other risk factors with respect to International Paper.
No profit forecasts or estimates or quantified financial benefits statements
Nothing in this Announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for International Paper or DS Smith for the current or future financial years, will necessarily match or exceed the historical published earnings or earnings per share for International Paper or DS Smith, as appropriate.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129.
Publication on website
A copy of this announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at www.internationalpaper.com and www.dssmith.com/possible-offer by no later than 12 noon on the Business Day following the date of this announcement.
Neither the contents of the websites referred to nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.
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1 The dates and times are indicative only and are based on current expectations and may be subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. References to times are to
2 The Scheme shall become effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies. This is expected to occur following the Scheme Record Time and prior to the suspension of trading in DS Smith Shares. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date.
3 This is the latest date by which the Scheme may become effective unless International Paper and DS Smith agree (and the Panel and, if required, the Court permit) a later date.
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SOURCE International Paper
FAQ
When will the International Paper and DS Smith merger be completed?
What assets must International Paper (IP) divest for the merger approval?
When will new International Paper shares begin trading after the DS Smith merger?
What happens to DS Smith shares after the merger with International Paper?
