The boards of International Paper Company and DS Smith Plc have announced an agreement on the terms of a recommended all-share combination.
This merger will create a global leader in sustainable packaging solutions, with strong positions in Europe and North America.
The International Paper Board believes the combination is strategically and financially attractive, representing a compelling opportunity to accelerate International Paper’s strategy.
It expands both companies’ positions in corrugated packaging solutions globally and enhances International Paper’s profitable growth by strengthening its global packaging business. The combination will provide customers with an increased variety of choices and a superior portfolio of products across two continents.
Under the terms of the combination, DS Smith shareholders will receive 0.1285 new International Paper shares for each DS Smith share. The terms value each DS Smith share at 415 pence, based on the closing International Paper share price of 40.85 and £/USexchange rate of 1.2645 on 25 March 2024. This values DS Smith’s entire issued and to be issued share capital at approximately £5.8 billion and DS Smith’s enterprise value at approximately £7.8 billion.
Upon completion, DS Smith shareholders will own approximately 33.7% and International Paper shareholders will own approximately 66.3% of the combined company. International Paper will also seek a secondary listing of its shares on the London Stock Exchange.
The offer value represents a premium of approximately 47.7% to the closing price per DS Smith share of 281 pence on 7 February 2024. The International Paper Board and the DS Smith Board believe there is a compelling strategic and financial rationale for the combination. It is expected to create a truly global leader in sustainable packaging solutions, focused on the attractive and growing North American and European regions.
The combination is expected to deliver at least $514 million (£413 million) of pre-tax cash synergies on an annual run-rate basis.
International Paper chairman and chief executive Mark S. Sutton said: “Combining with DS Smith is a logical next step in International Paper’s strategy to drive profitable growth by strengthening our global packaging business. DS Smith is a leader in packaging solutions with an extensive reach across Europe, which complements International Paper’s capabilities and will accelerate growth through innovation and sustainability.
“We are confident this combination will drive significant value for our employees, customers, and shareholders.”
DS Smith group chief executive Miles Roberts added: “The combination with International Paper is an attractive opportunity to create a truly international sustainable packaging solutions leader that is well positioned in attractive and growing markets across Europe and North America. It combines two focused and complementary businesses.
“DS Smith has grown significantly through a dedication to customers, focus on innovation, quality of packaging and high levels of service. In a dynamic sustainable packaging landscape, the combination will enhance our global proposition to customers, create opportunities for colleagues and drive value for shareholders who can remain fully invested in such an exciting business.
“I am proud of all that DS Smith has achieved to date and am sure that the business will continue to flourish as part of a combined group with International Paper due to the capability and continued commitment of our colleagues.”
