International Paper Company (NYSE:IP) made an offer to acquire DS Smith Plc (LSE:SMDS) for £5.7 billion on March 26, 2024. The Combination will be structured as an acquisition of DS Smith by IP and implemented in accordance with the rules of the Code and English law. IP will issue 0.1285 for each DS Smith share, equal to 179,948,967 shares. As part of the Combination, any new International Paper shares issued to DS Smith shareholders will be authorised for primary listing on the New York Stock Exchange subject to official notice of issuance and International Paper intends to seek a secondary listing of its shares on the London Stock Exchange. Under the all-sharedeal, Memphis-based International Paper will own around 66.3% of the combined group, with FTSE 100 listed DS Smith owning the remaining 33.7%. As part of the Combination, International Paper envisages that DS Smith?s North American manufacturing locations and International Paper?s European manufacturing locations would continue their respective operations. Though it is intended that the Combined Group would be headquartered and domiciled in Memphis, Tennessee, USA, at International Paper?s existing headquarters, International Paper intends to maintain key elements of DS Smith?s headquarters functions and is proposing to establish a European headquarters in London, United Kingdom, at DS Smith?s existing headquarters (subject to any required information and consultation with any impacted employees and/or their representatives in accordance with applicable law). As of April 4, 2024, International Paper is required, by not later than April 23, 2024, to either announce a firm intention to make an offer for DS Smith in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Takeover Panel. As part of the Combination, any new International Paper shares issued to DS Smith shareholders will be authorized for primary listing on the New York Stock Exchange subject to official notice of issuance and International Paper intends to seek a secondary listing of its shares on the London Stock Exchange. As on April 16, 2024. International Paper Company and DS Smith Plc have reached agreement on the terms of a recommended all-share combination. DS Smith Chief Executive Officer Miles Roberts intended to be retained as a consultant to assist with integration; up to two non-executive directors of DS Smith will be invited to join the board upon close. The combined entity primary listing will be on NYSE with intention to add secondary listing on LSE. In certain circumstances, such as when there is an International Paper Board Recommendation Change with respect to the Share Issuance or the Special Meeting has not occurred by the Long Stop Date, International Paper will be required to pay a reverse break fee of approximately £174.662 million ($220.527 million) to DS Smith. Furthermore, if International Paper invokes any regulatory condition or any regulatory conditions have not been satisfied or waived by International Paper by the Long Stop Date, International Paper will be required to pay a reverse break fee of approximately £116.441 million ($147.018 million) to DS Smith. In addition, if the International Paper Shareowners do not approve the Share Issuance Proposal prior to the Long Stop Date and there has been no International Paper Board Recommendation Change, International Paper will be required to pay a reverse break fee of approximately £58.220 million ($73.509 million) to DS Smith. If a reverse break fee is ultimately required to be paid by International Paper, the payment of such fee will have an adverse impact on International Paper?s financial results.

The transaction is expected to close in Q4 2024, subject to IP and DS Smith shareholder approval and customary closing conditions, including receipt of regulatory clearances in Europe and the U.S. As on June 25, 2024, regulatory approval received. As of June 25, 2024, the boards of International Paper Company and DS Smith Plc are pleased to announce the expiration of the waiting period under the Hart-Scott-Rodino Act (the ?HSR Act?) for the proposed combination of DS Smith with International Paper. The transaction is still subject to subject to the satisfaction or waiver of the remaining Conditions, including regulatory clearance being received from the European Commission and the sanctioning of the Scheme by the Court. As on September 11, 2024, DS Smith Directors recommend unanimously that the Scheme Shareholders vote in favour of the Scheme at the Court Meeting and DS Smith Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting, as the DS Smith Directors have irrevocably undertaken to do in respect of their entire beneficial holdings and The International Paper Directors have unanimously approved the Combination and recommend that International Paper Shareholders vote in favour of the issuance of the New International Paper Shares in connection with the Combination. As of September 10, 2024, The Competition Commission of Pakistan has published first phase review order. As of September 11, 2024, the special meeting of the shareholders of the Company to approve the Share Issuance will be scheduled for October 11, 2024, at 11:00 a.m. Central Time. As of September 13, 2024, The Competition Commission of Pakistan has approved the transaction. As of October 7, 2024, the requisite majority of Scheme Shareholders of DS Smith Plc voted to approve the Scheme at the Court Meeting and the requisite majority of DS Smith Shareholders voted to pass the Special Resolution to implement the Scheme, including the amendment of DS Smith's Articles of Associationat the General Meeting. As of October 11, 2024, shareholders of International Paper Company have approved the business combination. CEO and chairman Andy Silvernail has confirmed IP Chief Financial Officer Tim Nicholls is set to become interim leader of the combined IP and DS Smith EMEA (Europe, Middle East, and Africa) teams once the deal closes. As of October 31, 2024, the business combination is expected to close by Q1 2025. As of November 1, 2024, the Business Combination is expected to become effective (subject to all conditions being satisfied) early in the first quarter of 2025. The company also revealed plans to shut down a pulp and paper mill, in Georgetown, South Carolina. As of January 24, 2025 the deal has been approved by European Commission.

Anthony Gutman, Nick Harper and Warren Stables of Goldman Sachs International, Andrew Seaton and Christopher Wren of Citigroup Global Markets Limited and Charlie Jacobs, Richard Walsh and Jonty Edwards of J.P. Morgan Securities plc acted as financial advisors to DS Smith. Bruce Embley, Lorenzo Corte and Ani Kusheva of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor and Luca Ferrari, Geoff Iles, Antonia Rowan, Tom Brown of Merrill Lynch International, LLC and Morgan Stanley & Co. LLC acted as financial advisor to International Paper Company. Deloitte, LLP acted as reporting accountants to International Paper Company. Sidley Austin LLP is acting as U.S. antitrust legal adviser to IP. David Watkins, Paul Dickson, Anna Lyle-Smythe, Tina Zhuo, Phil Linnard, Azadeh Nassiri, Daniel Schaffer, Philippa O'Malley and Mike Lane of Slaugh is acting as legal adviser to DS Smith. Sullivan & Cromwell LLP is acting as U.S. legal adviser to DS Smith in connection with the Combination.

International Paper Company (NYSE:IP) completed the acquisition of DS Smith Plc (LSE:SMDS) on January 31, 2025. Pursuant to the acquisition, IP will issue 0.1285 of new shares of common stock for each ordinary share of DS Smith, resulting in the issuance of approximately 179,847,780 new shares of IP common stock. It is expected that on February 4, 2025, the new shares of IP common stock will begin trading on the New York Stock Exchange under the symbol "IP," and shares of IP common stock, including the shares of new IP common stock, will begin trading on the London Stock Exchange via a secondarylisting under the symbol "IPC."