MEMPHIS,
Tenn., Oct. 11, 2024 /PRNewswire/ --
International Paper (NYSE: IP) is pleased to announce today that it
received the necessary shareholder approval for its pending
acquisition of DS Smith (LSE: DSS), (the "Combination").
Earlier this week, DS Smith also received the necessary
shareholder approval for the Combination.
International Paper will report the final vote results of the
special shareholder meeting in a Current Report on Form 8-K filed
with the U.S. Securities and Exchange Commission (the "SEC").
International Paper and DS Smith continue to expect the
Combination to close late in the fourth quarter of 2024, subject to
regulatory clearance and other customary closing conditions.
"The overwhelming approval from both DS Smith and IP
shareholders confirms the strong support of this combination," said
Andy Silvernail, Chairman and CEO of
International Paper. "Bringing the two companies together will
create a true global leader of sustainable packaging solutions
which will drive significant value for our employees, customers and
shareholders."
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 International Paper.
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 acquisition
of DS Smith Plc (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 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 Definitive Proxy Statement filed with the SEC on
September 12, 2024, as supplemented
on October 1, 2024 (the
"Proxy Statement") relating to the issuance by International Paper
of new shares of common stock, par value $1.00 per share to the shareholders of DS Smith
in connection with the Combination (the "Share Issuance")", its
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. 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 SHAREHOLDERS ARE URGED TO READ THE 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 shareholders will be able to obtain free copies of
the 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 shareholders will be able to obtain free
copies of the Proxy Statement, the scheme document, and other
documents filed by IP with the SEC
at https://www.internationalpaper.com/investors.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/international-paper-announces-overwhelming-shareholder-approval-in-connection-with-the-proposed-acquisition-of-ds-smith-302274326.html
SOURCE International Paper
