DS Smith confirms talks with International Paper about proposal

DS Smith Plc (DITHF) issued the following statement to the London Stock Exchange in response to media speculation: “The Board of DS Smith notes the recent media speculation and confirms that it is in discussions with International Paper Company (IP) regarding a proposal to acquire DS Smith through a possible all share offer. 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 per cent. of the combined International Paper-DS Smith group. Based on International Paper’s 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 per cent. to DS Smith’s closing share price of 281 pence on 7 February 2024, being the day prior to the commencement of the offer period in respect of DS Smith. The Board acknowledges the strategic merits and potential for value creation through a combination with International Paper. Accordingly, the Board is progressing its discussions with International Paper regarding the Proposal. There can be no certainty as to whether any offer will be made by International Paper or the terms of any such offer from International Paper. In accordance with Rule 2.6(a) of the Code, International Paper is required, by not later than 5.00 p.m. on 23 April 2024, either to 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 Panel in accordance with Rule 2.6(c) of the Code. Further to the announcement on 7 March 2024, DS Smith is also continuing discussions with Mondi plc (MONDY) regarding a possible all share offer by Mondi for DS Smith. In accordance with Rule 2.6(c) of the Code, Mondi is required, by not later than 5.00 p.m. on 4 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 for DS Smith, 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 Panel in accordance with Rule 2.6(c) of the Code. A further announcement will be made if and when appropriate. This statement is being made by DS Smith without the prior agreement or approval of International Paper.”