4 May 2018
Smurfit Kappa Group plc is hosting its Annual General Meeting (“AGM”) today in Dublin. At the AGM, Liam O’Mahony, Chairman of Smurfit Kappa, read the following statement:
International Paper Proposals | Background & Context
Let me provide you with some background and context to the International Paper proposals.
We received an unsolicited approach from International Paper in mid-February this year seeking a meeting to discuss a proposal regarding the acquisition of Smurfit Kappa by International Paper. I met with the Chairman & CEO of International Paper and his SVP of Corporate Development in London, together with our CEO, at which meeting we received a letter setting out IP's initial proposal to acquire Smurfit Kappa.
The Board, as a whole, together with our advisors, carefully evaluated the proposal in line with the Board's responsibilities to stakeholders – in particular, the Group’s shareholders. Having received independent financial advice in accordance with our obligations under the Takeover Rules, the Board unanimously concluded that the initial proposal failed to value the Group's true intrinsic business worth and prospects. We communicated our rejection of that proposal to International Paper on 5 March and to the market on 6 March.
On 22 March, IP’s Chairman approached us again and indicated to me on the phone their intention to make a revised proposal which I then received in writing. Again, following due and careful consideration by the Board and its advisors, the Board unanimously determined that the best interests of the Group’s stakeholders are served by pursuing its future as an independent company. Accordingly, we announced to the market on 26 March that the Board unanimously rejected International Paper’s revised proposal.
Throughout this process, the Board has been fully aware of its fiduciary obligations and has given careful consideration to each proposal from International Paper. We have dealt with International Paper in a professional manner and have actively and thoroughly evaluated each of the proposals received. We announced our position to the market as a whole on 6, 7 and 26 March respectively and have also engaged with shareholders to outline our position with respect to International Paper’s proposals.
In conclusion, the Board of Smurfit Kappa has, together with its financial advisors, given due and careful consideration to the International Paper proposals and has unanimously rejected them on the basis that they entirely fail to value the Group’s true intrinsic business worth and prospects.
First Quarter 2018
Turning now to the first quarter. As you may know, consistent with our focus on the Group’s longerterm strategic direction, and with the practice of the majority of our FTSE 100 peers, we have moved from quarterly reporting to semi-annual reporting together with quarterly trading updates. This morning we issued our first trading update under this new reporting cycle for the first three months of 2018.
Our trading update outlines a strong performance in the first quarter with 22% growth in EBITDA to €340 million and significant year-on-year improvement against all key metrics.
First quarter EBITDA of €340 million translates to a first quarter EBITDA margin of 15.7%, an increase of 2.7 percentage points on a margin of 13% in the first quarter of 2017. The Group’s first quarter ROCE was 16.1% equalling the Group’s previous record.
Trading in the second quarter remains very encouraging. We also continue to implement our medium term plan which will enhance our operating platform for sustained growth. We are excited about our prospects in the short, medium and long-term and expect our 2018 EBITDA to be materially better than 2017.”
This announcement is not intended to, and does not, constitute or form part of (1) an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities, (2) the solicitation of an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities, or (3) the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.
The distribution of this announcement in, into, or from, certain jurisdictions other than Ireland and the United Kingdom may be restricted or affected by the laws of those jurisdictions. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into, or from any such jurisdiction. Therefore persons who receive this announcement (including without limitation nominees, trustees and custodians) and are subject to the laws of any jurisdiction other than Ireland and the United Kingdom who are not resident in Ireland or the United Kingdom will need to inform themselves about, and observe any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction.
The Directors of Smurfit Kappa accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Citigroup Global Markets Limited (“Citi”), which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser exclusively for Smurfit Kappa and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Smurfit Kappa for providing the protections afforded to clients of Citi nor for providing advice in relation to any matter referred to herein.
Davy Corporate Finance, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting exclusively for Smurfit Kappa and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Smurfit Kappa for providing the protections afforded to clients of Davy Corporate Finance, or for providing advice in connection with the matters referred to in this announcement.
This announcement may include certain "forward looking statements" with respect to the business, strategy and plans of Smurfit Kappa and its expectations relating to Smurfit Kappa's future financial condition and performance. Statements that are not historical facts, including statements about Smurfit Kappa or Smurfit Kappa's belief and expectation, are forward looking statements. Words such as "believes", "anticipates", "estimates", "expects", "intends", "aims", "potential", "will", "would", "could", "considered" and "likely", and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur.
Forward-looking statements only speak as of the date on which they are made, and the events discussed in this announcement may not occur. Subject to compliance with applicable law and regulation, Smurfit Kappa is not under any obligation to update publicly or revise forward looking statements, whether as a result of new information, future events or otherwise.
Rule 8 – Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Smurfit Kappa or International Paper Company ("International Paper"), all "dealings" in any "relevant securities" of Smurfit Kappa or International Paper (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3.30 pm (Irish time) in respect of the relevant securities of Smurfit Kappa and 3.30pm (New York time) in respect of the relevant securities of International Paper on the "business day" following the date of the relevant transaction. This requirement will continue until the date on which the “offer period” ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of Smurfit Kappa, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.
Under Rule 8.1 of the Irish Takeover Rules, all dealings in relevant securities of Smurfit Kappa by International Paper, or relevant securities of International Paper by Smurfit Kappa, or by any party acting in concert with either of them must also be disclosed by no later than 12 noon (Irish/UK time) in respect of the relevant securities of Smurfit Kappa and 12 noon (New York time) in respect of the relevant securities of International Paper on the "business day" following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 (0)1 678 9020; fax number +353 (0)1 678 9289.
Profit Forecast/Asset Valuations
With the exception of those statements expressly identified in the Trading Update issued by Smurfit Kappa on the date hereof as constituting a "profit forecast" for the purposes of Rule 28 of the Irish Takeover Rules and repeated in this announcement, no statement in this announcement is intended to constitute a profit forecast for the purposes of Rule 28 of the Irish Takeover Rules. No statement in this announcement is intended to constitute an asset valuation.
Publication on a website
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the Smurfit Kappa website at www.smurfitkappa.com and by no later than 12 noon on the business day following the date of the announcement. Neither the content of the websites referred to in this announcement, nor the contents of any other website accessible from hyperlinks on such websites, is incorporated into or forms part of this announcement.