01—Abstract
Summary
Summary of the 8-K filed October 11, 2024. Cited figures are marked; the original filing is the authoritative source.
On October 11, 2024, International Paper Company (NYSE: IP) held a special shareholder meeting to approve the proposed acquisition of DS Smith Plc by International Paper UK Holdings Limited, an indirect wholly owned subsidiary.
Holders of 283,548,411 of the 347,379,366 shares of Common Stock outstanding on the September 12, 2024 record date were present in person or by proxy, constituting a quorum. Shareholders approved the Share Issuance Proposal, which covers issuing new shares of Common Stock to DS Smith shareholders in connection with the acquisition, with 281,946,921 votes for, 861,263 against, and 740,277 abstentions. The adjournment proposal, which would have applied only if there were insufficient votes to approve the share issuance, also received majority support, but it was not needed for the share issuance.
In a press release furnished as Exhibit 99.1, the company stated that DS Smith shareholders also gave the necessary approval earlier that week. The company and DS Smith continue to expect the combination to close late in the fourth quarter of 2024, subject to regulatory clearance and other customary closing conditions. CEO Andy Silvernail said the approvals confirm strong support for the combination, which he described as creating a global leader in sustainable packaging solutions.
The filing is a shareholder vote report. It does not include financial results, deal terms beyond the share issuance, or the valuation of the transaction. The press release describes International Paper as a global provider of renewable fiber-based packaging and pulp products, with approximately 39,000 colleagues and 2023 net sales of $18.9 billiona.
02—Key points
Key Highlights
- Shareholders of International Paper approved the Share Issuance Proposal: 281,946,921 votes for, 861,263 against and 740,277 abstentions, with no broker non-votes reported.
- A quorum was present, with 283,548,411 of 347,379,366 outstanding shares of Common Stock represented at the special meeting.
- The adjournment proposal received 223,354,906 votes for and 59,449,752 against, but it was only needed if the share issuance vote had failed.
- DS Smith shareholders also approved the combination earlier the same week, according to the press release.
- The companies continue to expect the DS Smith combination to close late in the fourth quarter of 2024, subject to regulatory clearance and other customary closing conditions.
- The share issuance is structured under a UK scheme of arrangement, which the company says may be exempt from U.S. Securities Act registration under Section 3(a)(10).
03—Questions
Frequently Asked Questions
What did International Paper shareholders vote on at the October 11, 2024 special meeting?
Shareholders voted on the Share Issuance Proposal to issue new shares of Common Stock to DS Smith shareholders in connection with the acquisition of DS Smith Plc by International Paper UK Holdings Limited. They also voted on a proposal to adjourn the meeting if more votes were needed to approve the share issuance.
Did the shareholder vote pass?
Yes. The Share Issuance Proposal received 281,946,921 votes for, 861,263 against and 740,277 abstentions. The filing reports no broker non-votes.
When is the DS Smith acquisition expected to close?
The company and DS Smith continue to expect the combination to close late in the fourth quarter of 2024, subject to regulatory clearance and other customary closing conditions.
What did the company say about the combination's strategic purpose?
CEO Andy Silvernail said that bringing the two companies together will create a true global leader of sustainable packaging solutions and drive significant value for employees, customers and shareholders.
04—Continue