International Paper Company (NYSE:IP) made an offer to acquire DS Smith Plc (LSE:SMDS) for £5.7 billion on March 26, 2024. The Combination will be structured as an acquisition of DS Smith by IP and implemented in accordance with the rules of the Code and English law. IP will issue 0.1285 for each DS Smith share, equal to 179,948,967 shares. As part of the Combination, any new International Paper shares issued to DS Smith shareholders will be authorised for primary listing on the New York Stock Exchange subject to official notice of issuance and International Paper intends to seek a secondary listing of its shares on the London Stock Exchange. Under the all-sharedeal, Memphis-based International Paper will own around 66.3% of the combined group, with FTSE 100 listed DS Smith owning the remaining 33.7%. As part of the Combination, International Paper envisages that DS Smith?s North American manufacturing locations and International Paper?s European manufacturing locations would continue their respective operations. Though it is intended that the Combined Group would be headquartered and domiciled in Memphis, Tennessee, USA, at International Paper?s existing headquarters, International Paper intends to maintain key elements of DS Smith?s headquarters functions and is proposing to establish a European headquarters in London, United Kingdom, at DS Smith?s existing headquarters (subject to any required information and consultation with any impacted employees and/or their representatives in accordance with applicable law). As of April 4, 2024, International Paper is required, by not later than April 23, 2024, to either announce a firm intention to make an offer for DS Smith in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Takeover Panel. As part of the Combination, any new International Paper shares issued to DS Smith shareholders will be authorized for primary listing on the New York Stock Exchange subject to official notice of issuance and International Paper intends to seek a secondary listing of its shares on the London Stock Exchange. As on April 16, 2024. International Paper Company and DS Smith Plc have reached agreement on the terms of a recommended all-share combination. DS Smith Chief Executive Officer Miles Roberts intended to be retained as a consultant to assist with integration; up to two non-executive directors of DS Smith will be invited to join the board upon close. The combined entity primary listing will be on NYSE with intention to add secondary listing on LSE. The transaction is expected to close in Q4 2024, subject to IP and DS Smith shareholder approval and customary closing conditions, including receipt of regulatory clearances in Europe and the U.S.

Goldman Sachs International, Citigroup Global Markets Limited and J.P. Morgan Securities plc acted as financial advisors to DS Smith. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor and Luca Ferrari, Geoff Iles, Antonia Rowan, Tom Brown of Merrill Lynch International, LLC acted as financial advisor to International Paper Company. Deloitte, LLP acted as reporting accountants to International Paper Company. Sidley Austin LLP is acting as U.S. antitrust legal adviser to IP. Slaughter and May is acting as legal adviser to DS Smith. Sullivan & Cromwell LLP is acting as U.S. legal adviser to DS Smith in connection with the Combination.