MEMPHIS,
Tenn., May 7, 2024 /PRNewswire/ -- Consistent
with its standing practice, International Paper ("IP") (NYSE: IP)
offers no comment on rumors or speculation contained in recent
media reports. The IP team, led by new CEO Andy Silvernail, is executing on business
strategies and pursuing commercial and cost improvement initiatives
across the portfolio to achieve best-in-class profit margins and
significant earnings growth. In addition, as industry conditions
continue to improve, IP will come out of a cyclical bottom for
earnings. The company is also focused on completing its previously
announced combination with DS Smith, which offers a unique and
highly compelling opportunity to create significant shareholder
value above its base plan.
About International Paper
International Paper
(NYSE: IP) is a global producer of sustainable packaging, pulp and
other fiber-based products, and one of the world's largest
recyclers. Headquartered in Memphis,
Tenn., we employ approximately 39,000 colleagues globally
who are committed to creating what's next. We serve customers
worldwide, with manufacturing operations in North America, Latin
America, North Africa and
Europe. Net sales for 2023 were
$18.9 billion. Additional information
can be found by visiting internationalpaper.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release that are not historical in
nature may be considered "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements can be identified by the use of
forward-looking or conditional words such as "expects,"
"anticipates," "believes," "estimates," "could," "should," "can,"
"forecast," "intend," "look," "may," "will," "remain," "confident,"
"commit" and "plan" or similar expressions. These statements are
not guarantees of future performance and reflect management's
current views and speak only as to the dates the statements are
made and are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
in these statements. All statements, other than statements of
historical fact, are forward-looking statements, including, but not
limited to, statements regarding anticipated financial results,
economic conditions, industry trends, future prospects and the
execution and consummation of corporate transactions or
contemplated acquisitions, including our proposed business
combination with DS Smith Plc. Factors which could cause actual
results to differ include but are not limited to: (i) our ability
to consummate and achieve the benefits expected from, and other
risks associated with, acquisitions, joint ventures, divestitures,
spinoffs, capital investments and other corporate transactions,
including, but not limited to, our proposed business combination
with DS Smith Plc and our ability to integrate and implement our
plans, forecasts, and other expectations with respect to the
combined company; (ii) uncertainty as to whether or when the
business combination may be completed, if at all; (iii) risks with
respect to climate change and global, regional, and local weather
conditions, as well as risks related to our targets and goals with
respect to climate change and the emission of greenhouse gases and
other environmental, social and governance matters, including our
ability to meet such targets and goals; (iv) the level of our
indebtedness, risks associated with our variable rate debt, and
changes in interest rates (including the impact of current elevated
interest rate levels); (v) the impact of global and domestic
economic conditions and industry conditions, including with respect
to current negative macroeconomic conditions, inflationary
pressures and changes in the cost or availability of raw materials,
energy sources and transportation sources, supply chain shortages
and disruptions, competition we face, cyclicality and changes in
consumer preferences, demand and pricing for our products, and
conditions impacting the credit, capital and financial markets;
(vi) risks arising from conducting business internationally,
domestic and global geopolitical conditions, military conflict
(including the Russia/Ukraine conflict, the conflict in the
Middle East, the possible
expansion of such conflicts, and the potential geopolitical and
economic consequences associated therewith), changes in currency
exchange rates, trade protectionist policies, downgrades in our
credit ratings, and/or the credit ratings of banks issuing certain
letters of credit, issued by recognized credit rating
organizations; (vii) the amount of our future pension funding
obligations, and pension and healthcare costs; (viii) the costs of
compliance, or the failure to comply with, existing and new
environmental (including with respect to climate change and GHG
emissions), tax, labor and employment, privacy, anti-bribery and
anti-corruption, and other U.S. and non-U.S. governmental laws and
regulations; (ix) any material disruption at any of our
manufacturing facilities or other adverse impact on our operations
due to severe weather, natural disasters, climate change or other
causes; (x) our ability to realize expected benefits and cost
savings associated with restructuring initiatives; (xi)
cybersecurity and information technology risks, including as a
result of security breaches and cybersecurity incidents; (xii) loss
contingencies and pending, threatened or future litigation,
including with respect to environmental related matters; (xiii) our
exposure to claims under our agreements with Sylvamo Corporation;
(xiv) our failure to realize the anticipated benefits of the
spin-off of Sylvamo Corporation and the qualification of such
spin-off as a tax-free transaction for U.S. federal income tax
purposes; and (xv) our ability to attract and retain qualified
personnel, particularly in light of current labor market
conditions. These and other factors that could cause or contribute
to actual results differing materially from such forward-looking
statements can be found in our press releases and reports filed
with the U.S. Securities and Exchange Commission. In addition,
other risks and uncertainties not presently known to the Company or
that we currently believe to be immaterial could affect the
accuracy of any forward-looking statements. The Company undertakes
no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Additional Information
This document may be deemed to be solicitation material in
respect of the combination, including the issuance of new shares of
common stock of International Paper, par value $1.00 per share (the "Share Issuance") in
connection with the combination. In connection with the Share
Issuance, International Paper expects to file a proxy statement on
Schedule 14A, including any amendments and supplements thereto (the
"Proxy Statement") with the United States Securities and Exchange
Commission (the "SEC"). To the extent International Paper
effects the combination as a scheme of arrangement under the laws
of the United Kingdom, the Share
Issuance would not be expected to require registration under the
U.S. Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder (the "Securities Act"), pursuant
to an exemption provided by Section 3(a)(10) under the Securities
Act. In the event that International Paper determines to
conduct the combination pursuant to an offer or otherwise in a
manner that is not exempt from the registration requirements of the
Securities Act, it will file a registration statement with the SEC
containing a prospectus with respect to the Share Issuance.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT, THE SCHEME DOCUMENT, AND OTHER RELEVANT DOCUMENTS FILED
OR TO BE FILED WITH THE SEC OR INCORPORATED BY REFERENCE IN THE
PROXY STATEMENT (IF ANY) CAREFULLY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT INTERNATIONAL
PAPER, THE COMBINATION AND RELATED MATTERS. Investors and
stockholders will be able to obtain free copies of the Proxy
Statement, the scheme document, and other documents filed by
International Paper with the SEC at the SEC's website at
http://www.sec.gov. In addition, investors and stockholders
will be able to obtain free copies of the Proxy Statement, the
scheme document, and other documents filed by International Paper
with the SEC at
https://www.internationalpaper.com/investors.
Participants in the Solicitation
International Paper and its directors, officers and employees,
including Christopher M. Connor, Ahmet C. Dorduncu,
Ilene S. Gordon, Anders Gustafsson, Jacqueline C. Hinman, Clinton A. Lewis, Jr., Kathryn D. Sullivan, Anton V. Vincent and Ray
G. Young, all of whom are members of International Paper's
board of directors, as well as Andrew K.
Silvernail, Chief Executive Officer, Mark S. Sutton, Chairman of International
Paper's board of directors, and Timothy S.
Nicholls, Senior Vice President and Chief Financial Officer
may be deemed participants in the solicitation of proxies from
International Paper's stockholders in respect of the combination,
including the Share Issuance. Information regarding
International Paper's directors and executive officers is contained
in (i) the "Directors, Executive Officers and Corporate
Governance," "Executive Compensation" and "Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters" sections of the Annual Report on Form 10-K for the fiscal
year ended December 31, 2023 of
International Paper, which was filed with the SEC on February 16, 2024 and (ii) the "Item 1 – Election
of 9 Directors," "Compensation Discussion & Analysis
(CD&A)," and "Security Ownership of Management" sections in the
definitive proxy statement on Schedule 14A for the 2024 annual
meeting of stockholders of International Paper, which was filed
with the SEC on April 2, 2024.
Additional information regarding the identity of potential
participants, and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the Proxy Statement
relating to the combination when it is filed with the SEC. These
documents may be obtained free of charge from the SEC's website at
www.sec.gov and International Paper's website at
https://www.internationalpaper.com/investors.
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SOURCE International Paper