01—Abstract
Summary
Summary of the 8-K filed January 24, 2025. Cited figures are marked; the original filing is the authoritative source.
International Paper Company, a New York corporation, filed this Current Report under Item 8.01 (Other Events) to announce that the European Commission issued its conditional Phase I clearance of the previously announced business combination with DS Smith Plc, an England and Wales public limited company.
The clearance, issued on 24 January 2025, is conditional on International Paper entering into commitments to divest its plants in Mortagne, Saint-Amand, and Cabourg (France), Ovar (Portugal) and Bilbao (Spain). Completion of the divestment is not a condition to completing the Combination, and the filing states that the antitrust and regulatory conditions in paragraphs 3(a) to (e) of Part Three of the Scheme Document have been satisfied. The combination is a recommended all-share transaction, to be implemented by a Court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006.
DS Smith shareholders would receive New International Paper Shares ranking pari passu with existing International Paper shares. The Court Hearing is scheduled for 30 January 2025, the Scheme Record Time is 6.00 p.m. on 31 January 2025, and the Scheme is expected to become effective on 31 January 2025. Listing of New International Paper Shares on the New York Stock Exchange is expected by 9.30 a.m.
(New York time) on 4 February 2025, and the Long Stop Date is 16 October 2025. The filing states that the combination remains subject to Court sanction, delivery of the Court Order to the Registrar of Companies, and satisfaction or waiver of the remaining Scheme Conditions.
CEO Andrew Silvernail is quoted as saying the combination will create a global leader in sustainable packaging solutions focused on the North American and EMEA regions. The company's 2023 net sales are stated as $18.9 billiona, with approximately 39,000 colleagues.
02—Key points
Key Highlights
- European Commission issued conditional Phase I antitrust clearance for the DS Smith combination on 24 January 2025.
- Clearance is conditioned on divesting plants in Mortagne, Saint-Amand, and Cabourg (France), Ovar (Portugal) and Bilbao (Spain); divestment completion is not a condition to completing the Combination.
- Antitrust and regulatory conditions in paragraphs 3(a) to (e) of Part Three of the Scheme Document are stated as satisfied.
- Combination is an all-share transaction implemented via a UK scheme of arrangement; DS Smith shareholders will receive New International Paper Shares.
- Court Hearing scheduled for 30 January 2025; Scheme expected to become effective 31 January 2025; NYSE listing of new shares expected 4 February 2025.
- Long Stop Date for the Scheme is 16 October 2025, subject to agreement and Panel/Court permission for a later date.
- Management describes the combination as creating a global leader in sustainable packaging focused on North America and EMEA; International Paper 2023 net sales were $18.9 billion.
03—Questions
Frequently Asked Questions
What did the European Commission decide regarding the DS Smith combination?
On 24 January 2025 the European Commission issued its Phase I clearance of the Combination, conditional on International Paper entering into commitments to divest its plants at Mortagne, Saint-Amand, and Cabourg (France), Ovar (Portugal) and Bilbao (Spain).
Does the required divestiture need to be completed before the combination closes?
No. The filing states that completion of the divestment is not a condition to completion of the Combination.
What is required before the combination becomes effective?
The Combination remains subject to the Court sanctioning the Scheme at the Court Hearing on 30 January 2025, delivery of the Court Order to the Registrar of Companies, and satisfaction or waiver of the remaining Conditions in the Scheme Document.
What will DS Smith shareholders receive?
Subject to the Scheme becoming effective, DS Smith shareholders will receive New International Paper Shares, which rank pari passu in all respects with existing International Paper Shares, including the right to dividends declared after the Effective Date.
What is the expected timeline for completion?
The Scheme is expected to become effective on 31 January 2025, with the Scheme Record Time at 6.00 p.m. on 31 January 2025, and New International Paper Shares expected to be admitted to trading on the London Stock Exchange and New York Stock Exchange by 4 February 2025. The timetable is indicative and subject to change; the Long Stop Date is 16 October 2025.
04—Continue