NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
16 May 2018
The Board of Smurfit Kappa Group plc (“Smurfit Kappa” or the “Group”), notes the announcement made earlier today by the Irish Takeover Panel, setting, at the request of Smurfit Kappa, a deadline of 7am on 6 June 2018 by which time International Paper Company (“International Paper”) must either announce an offer for Smurfit Kappa under Rule 2.5 of the Irish Takeover Rules or announce that it will not proceed with an offer for Smurfit Kappa. Smurfit Kappa welcomes the certainty this provides for the Group and all of its stakeholders.
The Board also notes the announcement made today by International Paper. In particular, the Board notes International Paper’s confirmation that it will not proceed with a binding offer unless it is recommended by the Smurfit Kappa Board.
The Board has unanimously rejected International Paper’s proposals on the basis that they are significantly below the Board’s assessment of the Group’s true intrinsic worth and prospects and remain significantly below the valuations set by recent industry transactions.
The Board, together with its financial advisors, has given due and careful consideration to the International Paper proposals. As noted at the Group’s recent AGM, Smurfit Kappa has met and dealt with International Paper in a professional manner and has actively and thoroughly evaluated each of the proposals received. As we have done to date, the Board will continue, consistent with its fiduciary obligations, to act in the best interests of the Group and all of its stakeholders.
Smurfit Kappa has a market-focused and performance-led culture and operates as an integrated packaging business. The Group recently announced strong 2018 first quarter results and that trading in the second quarter remains very encouraging. Smurfit Kappa continues to implement its medium-term plan which will enhance the Group’s operating platform for sustained growth. Smurfit Kappa is excited about its prospects in the short, medium and long-term and expects 2018 EBITDA to be materially better than 2017.
The Board continues to believe that the best interests of the Group’s stakeholders are served by pursuing its future as an independent company, operating as the European and Pan-American leader in paper-based packaging.
This announcement is made without the consent of International Paper.
There can be no certainty that any firm offer will be made by International Paper.
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 ("Davy"), 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, 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, 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.
With the exception of those statements expressly identified in the Trading Update issued by Smurfit Kappa on 4 May 2018 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.