Skip to content
AnalystLens

International Paper 8-K Report, Corporate Update (Mar 27, 2024)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed March 27, 2024
Period End
March 26, 2024
Securities
IPINPAP
In the record · 2016–202610-K1110-Q328-K153

IP filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 153 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Dec ’17Dec ’17
  2. Material agreement8-K · Apr ’20Apr ’20
  3. Leadership change8-K · May ’22May ’22
  4. Leadership change8-K · Jul ’26Jul ’26

01—Abstract

Summary

Summary of the 8-K filed March 27, 2024. Cited figures are marked; the original filing is the authoritative source.

International Paper Company filed a Form 8-K on March 27, 2024 to furnish a March 26, 2024 announcement confirming that it is in discussions with DS Smith Plc regarding a possible offer.

The announcement follows a statement by DS Smith on the same day. International Paper states that it has made an all-equity proposal to acquire the entire issued share capital of DS Smith. Under the proposal, DS Smith shareholders would receive 0.1285 shares of International Paper for each DS Smith share, leaving DS Smith shareholders with approximately 33.8 per cent. of the combined group.

Based on International Paper's share price of $40.85a at the close on March 25, 2024, the proposal represents a value of 415 pence per DS Smith share, a premium of 48 per cent. to DS Smith's undisturbed share price of 281 pence on February 7, 2024. The company says the combination would create a global leader in sustainable packaging, strengthen its European corrugated packaging business, enable integration of mill and box networks, and drive significant synergies. International Paper expects the combined group to maintain an investment grade credit rating.

The announcement states that there is no certainty any offer will be made. Under Rule 2.6(a) of the U.K. Takeover Code, International Paper must by 5.00 p.m. on April 23, 2024 either announce a firm intention to make an offer under Rule 2.7 or state that it does not intend to make an offer.

The company reserves the right to make an offer on less favourable terms in certain circumstances and to vary the form or mix of consideration. The announcement was made without DS Smith's prior agreement or approval.

02—Key points

Key Highlights

  1. International Paper is in discussions with DS Smith Plc regarding a possible offer and has made an all-equity proposal to acquire DS Smith's entire issued share capital.
  2. Proposed terms: 0.1285 International Paper shares for each DS Smith share, valued at 415 pence per DS Smith share based on the $40.85 International Paper share price on March 25, 2024.
  3. The proposal represents a premium of 48 per cent. to DS Smith's undisturbed share price of 281 pence on February 7, 2024.
  4. DS Smith shareholders would own approximately 33.8 per cent. of the combined group.
  5. Stated strategic rationale includes strengthening the combined European corrugated packaging business, integrating mill and box networks, and driving significant synergies.
  6. International Paper must announce a firm intention to make an offer or state it does not intend to make one by 5.00 p.m. on April 23, 2024, under the U.K. Takeover Code, unless the deadline is extended.
  7. The announcement states there can be no certainty that any offer will be made.

03—Questions

Frequently Asked Questions

  1. What is International Paper proposing?

    International Paper has made an all-equity proposal to acquire the entire issued share capital of DS Smith Plc. DS Smith shareholders would receive 0.1285 International Paper shares for each DS Smith share they own.

  2. How is the proposal valued?

    The filing states the proposal represents a value of 415 pence per DS Smith share, based on International Paper's share price of $40.85 at the close of business on March 25, 2024. It also states a premium of 48 per cent. to DS Smith's undisturbed share price of 281 pence on February 7, 2024.

  3. What ownership would DS Smith shareholders have in the combined group?

    The filing states that DS Smith shareholders would own approximately 33.8 per cent. of the combined group.

  4. When must International Paper make a decision?

    Under Rule 2.6(a) of the U.K. Takeover Code, International Paper must by 5.00 p.m. on April 23, 2024 either announce a firm intention to make an offer under Rule 2.7 or announce that it does not intend to make an offer. The filing notes this deadline can be extended with the consent of the Takeover Panel.

  5. Is a deal certain to happen?

    No. The announcement states there can be no certainty that any offer will ultimately be made for DS Smith. It also states the announcement is not a firm intention to make an offer, and that the company may make an offer on less favourable terms in certain circumstances.

04—Continue

← View all 8-K filings