International Paper Company (NYSE:IP) noted the recent announcement by DS Smith Plc (LSE:SMDS) and confirmed that it is in discussions with DS Smith regarding a Possible Offer. International Paper confirms that it has made an all-equity proposal (the "Proposal") to acquire the entire issued share capital of DS Smith. Under the terms of the Proposal, DS Smith shareholders would receive 0.1285 shares in International Paper for each share they own in DS Smith resulting in DS Smith shareholders owning approximately 33.8% of the combined group.

Based on the International Paper share price of $40.85 at close of business on 25 March 2024, the terms of the Proposal represent a value of 415 pence and premium of 48% to DS Smith's undisturbed share price on 7 February 2024 (being the day prior to the commencement of the offer period in respect of DS Smith) of 281 pence per DS Smith share. There is compelling strategic and financial rationale for a combination between International Paper and DS Smith, as it would: create a truly global leader in sustainable packaging solutions that is well positioned in attractive and growing markets; significantly strengthen the combined corrugated packaging business in Europe with greater customer offerings; create the opportunity to integrate the mill and box networks, balance the paper positions, and optimise the supply chains, of the respective companies in Europe and the US; leverage market expertise of two experienced and innovative management teams to further enhance innovation, solutions and sustainability products for all customers; enhance value creating solutions for global customers in attractive fast-moving consumer goods and e-commerce segments; drive significant synergies including higher integration, commercial and operational improvements, and economies of scale across sourcing, supply chain and administration; result in significant value creation for both International Paper and DS Smith shareholders; and result in a combined group with a strong balance sheet that is expected to maintain an investment grade credit rating. There can be no certainty that any offer will ultimately be made for DS Smith.

The International Paper Board continues to consider M&A in a disciplined manner and believes an acquisition of DS Smith is aligned with International Paper' strategy to enhance its corrugated packaging business in Europe and would create significant value for both International Paper and DS Smith shareowners. In accordance with Rule 2.6(a) of the U.K. Takeover Code, International Paper is required, by not later than 5.00 p.m. on 23 April 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 in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.5(a) of the U.K. Takeover Code, International Paper reserves the right to make an offer for DS Smith on less favourable terms than those set out in this announcement: (i) with the agreement or recommendation of the DS Smith Board; or (ii) if a third party announces (after the date of this announcement) a firm intention to make an offer or a possible offer for DS Smith which, at that date, is of a value less than the value implied by the Exchange Ratio. International Paper reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of any offer.