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Comprehensive Update on the Merger of DS Smith PLC and International Paper Company

In a major development for the packaging industry, International Paper Company and DS Smith Plc have officially announced their plans for a groundbreaking all-share merger, reinforcing their roles as leaders in sustainable packaging. This merger is particularly significant as both companies are poised to create a formidable entity in the North American and European markets.

On April 16, 2024, the boards of both companies reached a preliminary agreement regarding the terms of the merger. This agreement, which will be executed under the framework of a Court-sanctioned scheme, will allow shareholders of DS Smith to receive shares in the new entity, New International Paper, which will hold equivalent rights to the existing shares of International Paper. Notably, these newly issued shares will partake in any dividends declared after the merger's effective date.

Key Conditions Update

On January 24, 2025, the European Commission granted its approval for the merger, marking a critical step in the regulatory process. However, this approval comes with the condition that International Paper commits to divesting certain box plants located in Mortagne, Saint-Amand, and Cabourg in France, as well as facilities in Ovar, Portugal, and Bilbao, Spain. It's important to note that this divestment does not have to be completed for the merger to proceed, as all necessary antitrust and regulatory conditions have now been met.

Andrew Silvernail, a representative of International Paper, expressed his satisfaction with this milestone, stating, “While we would have preferred to keep the selected locations as part of our portfolio, these are attractive sites, and we are confident we will find a suitable buyer. We are very pleased to have reached this important milestone in our acquisition of DS Smith.” He emphasized that this merger is not merely a financial transaction but a strategic move aimed at creating a global leader in sustainable packaging solutions.

Next Steps and Timetable

The next steps involve a court hearing scheduled for January 30, 2025, where the court will sanction the scheme. Following this, significant milestones are anticipated, including the last day of trading for DS Smith shares on January 31, 2025, and the effective date of the Scheme expected to align with the same date.

The merger's timeline highlights crucial dates:

• - January 30, 2025: Court Hearing to sanction the Scheme.
• - January 31, 2025: Last day for dealings in DS Smith Shares and the Scheme Record Time.
• - February 3, 2025: Suspension of listing of DS Smith Shares.
• - February 4, 2025: Expected listing of New International Paper Shares on both the London Stock Exchange and the New York Stock Exchange.

These dates remain tentative and are subject to change, underscoring the dynamic nature of corporate mergers.

Conclusion

The combination of DS Smith and International Paper signifies a transformative era in the packaging sector, focusing on the growing demand for sustainable solutions. As both companies work toward executing this merger, industry stakeholders eagerly await the potential synergies that could reshape market dynamics. The forthcoming merger promises not only to streamline operations but also to enhance innovation in sustainable packaging products, thereby meeting increasing consumer demand for environmentally friendly solutions. As the timeline unfolds, shareholders, employees, and consumers alike will be keenly observing the developments that follow.