Slaughter and May is advising DS Smith plc on its recommended all-share combination with International Paper Company

Slaughter and May is advising DS Smith Plc ("DS Smith") on the recommended all-share combination of International Paper Company ("International Paper") and DS Smith in respect of the entire issued and to be issued share capital of DS Smith (the "Combination").

Pursuant to the terms of the Combination, each DS Smith shareholder will be entitled to receive 0.1285 shares in International Paper for each share they own in DS Smith, resulting in DS Smith shareholders owning approximately 33.7 per cent. of the combined group. Based on International Paper's share price of $40.85 at close of business on 25 March 2024 (being the close of business on the last day prior to the announcement by DS Smith of a possible offer by International Paper), the terms of the Combination represent a value of 415 pence and a premium of approximately 48 per cent. to DS Smith's closing share price of 281 pence on 7 February 2024 (being the last day prior to the commencement of the offer period in respect of DS Smith).

The Combination is to be effected by means of a court-sanctioned scheme of arrangement and is conditional on, amongst other things, regulatory approvals from the European Commission and US authorities, and approvals from DS Smith and International Paper shareholders. It is expected to complete in the fourth quarter of 2024.

DS Smith is a leading provider of sustainable paper-based packaging worldwide which is supported by recycling and papermaking operations. It plays a central role in the value chain across sectors including e-commerce, fast moving consumer goods and industrials. DS Smith operates in 34 countries employing around 30,000 people and is a strategic partner of the Ellen MacArthur Foundation.