01—Abstract
Summary
Summary of the 8-K filed September 11, 2024. Cited figures are marked; the original filing is the authoritative source.
On September 11, 2024, International Paper Company published a U.K. prospectus under the rules of the U.K.
Financial Conduct Authority, relating to the admission of its common stock to the equity shares (international commercial companies secondary listing) category of the Official List and to trading on the main market of the London Stock Exchange. The listing is tied to the previously disclosed recommended offer to acquire DS Smith Plc in an all-stock transaction (the "Acquisition"). The same day, DS Smith published a scheme document containing the full terms and conditions of the Acquisition and set October 7, 2024 as the date of its shareholder meeting to approve the Acquisition.
International Paper plans to file a definitive proxy statement on Schedule 14A with the SEC on September 12, 2024 for the issuance of its common stock as stock consideration in the Acquisition (the "Share Issuance"). The company's special meeting of shareholders to approve the Share Issuance is scheduled for October 11, 2024 at 11:00 a.m. Central Time.
The filing states that, if the Acquisition is effected as a U.K. scheme of arrangement, the Share Issuance would not be expected to require registration under the Securities Act of 1933, relying on the exemption in Section 3(a)(10). The filing is primarily a procedural disclosure: it lists key dates in the approval process and includes standard forward-looking statement cautions, noting risks such as the ability to consummate the Acquisition in a timely manner or at all. Investors should watch the October 7 DS Smith shareholder vote and the October 11 International Paper shareholder vote, which are the stated milestones for completing the transaction.
02—Key points
Key Highlights
- International Paper published a U.K. prospectus on September 11, 2024 for the admission of its common stock to the London Stock Exchange main market (secondary listing).
- The listing is connected to a recommended offer to acquire DS Smith Plc in an all-stock transaction.
- DS Smith published its U.K. scheme document on September 11, 2024, containing the full terms and conditions of the Acquisition.
- DS Smith's shareholder meeting to approve the Acquisition is set for October 7, 2024.
- International Paper plans to file a definitive proxy statement on September 12, 2024 for the Share Issuance.
- International Paper's special shareholder meeting to approve the Share Issuance is scheduled for October 11, 2024 at 11:00 a.m. Central Time.
- The Share Issuance is expected to rely on the Section 3(a)(10) exemption from Securities Act registration if the Acquisition is structured as a U.K. scheme of arrangement.
03—Questions
Frequently Asked Questions
What is the transaction this filing relates to?
The filing relates to International Paper's recommended offer to acquire the issued and to be issued share capital of DS Smith Plc, a public limited company incorporated in England and Wales, in an all-stock transaction.
What key votes and dates are scheduled?
DS Smith's shareholder meeting to approve the Acquisition is set for October 7, 2024. International Paper's special meeting of shareholders to approve the Share Issuance is scheduled for October 11, 2024 at 11:00 a.m. Central Time, and the company plans to file its definitive proxy statement on September 12, 2024.
Why is International Paper publishing a U.K. prospectus?
The U.K. prospectus, prepared under the U.K. Financial Conduct Authority's Prospectus Regulation Rules, covers the admission of International Paper's common stock to the equity shares (international commercial companies secondary listing) category of the Official List and to trading on the London Stock Exchange main market, in connection with the Acquisition.
Does the Share Issuance require SEC registration?
The filing states that, if the Acquisition is effected as a scheme of arrangement under U.K. law, the Share Issuance would not be expected to require registration under the Securities Act of 1933, pursuant to the exemption in Section 3(a)(10). If the company instead conducts the Acquisition in a manner not exempt from registration, it will file a registration statement with the SEC.
What risks could prevent the Acquisition from closing?
The filing's forward-looking statements cite risks including the ability of both companies to consummate the Acquisition in a timely manner or at all, satisfaction or waiver of closing conditions, effects on market prices and operating results if the Acquisition is not completed, and the effect of the announcement and pendency of the deal on business relationships.
04—Continue