U.K. Prospectus
On September 11,
2024, International Paper Company (the “Company”), published a prospectus prepared in accordance with the Prospectus Regulation Rules of the U.K. Financial Conduct Authority (the “FCA”) made under Section 73A
of the U.K. Financial Services and Markets Act 2000, as amended (the “U.K. Prospectus”). The U.K. Prospectus relates to the admission of the shares of common stock of the Company, par value $1.00 per share (the “Company
Common Stock”), to the equity shares (international commercial companies secondary listing) category of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange in connection with the
previously disclosed terms of a recommended offer by the Company to acquire the issued and to be issued share capital of DS Smith Plc, a public limited company incorporated in England and Wales (“DS Smith”), in an all-stock transaction (the “Acquisition”).
U.K. Scheme Document
Also on September 11, 2024, DS Smith published a scheme document (the “U.K. Scheme Document”) prepared in accordance with
Part 26 of the UK Companies Act 2006, containing the full terms and conditions of the Acquisition, and sets October 7, 2024 as the date of DS Smith’s shareholder meeting to approve the Acquisition.
Definitive Proxy Statement
The Company
plans to file with the U.S. Securities and Exchange Commission (the “SEC”) on September 12, 2024 a definitive proxy statement on Schedule 14A in connection with the proposed issuance of the Company Common Stock representing the
stock consideration in the Acquisition (the “Share Issuance”). The special meeting of the shareholders of the Company to approve the Share Issuance will be scheduled for October 11, 2024 at 11:00 a.m. Central Time.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K (the “Current Report”) contains
“forward-looking” statements concerning future events and financial performance. All statements other than statements of historical fact or relating to present facts or current conditions are forward-looking statements, including any
statements regarding guidance and statements of a general economic or industry-specific nature. Forward-looking statements give the Company’s current expectations and projections with respect to the financial condition, results of operations,
business and certain plans and objectives of the Company.
These forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. These statements are based on assumptions and assessments made by the Company in light of its experience and their perception of historical trends, current conditions, future developments and other factors
they believe appropriate, and therefore are subject to risks and uncertainties which could cause actual results to differ materially from those expressed or implied by those forward-looking statements.
Forward-looking statements often use forward-looking or conditional words such as “anticipate”, “target”,
“expect”, “forecast”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “will”, “continue”, “may”, “can”,
“would”, “could” or “should” or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) the ability of the Company and DS Smith to
consummate the Acquisition in a timely manner or at all; (ii) the satisfaction (or waiver) of conditions to the consummation of the Acquisition; (iii) adverse effects on the market price of the Company’s or DS Smith’s operating
results, including because of a failure to complete the Acquisition; (iv) the effect of the announcement or pendency of the Acquisition on the Company’s or DS Smith’s business relationships, operating results and business generally;
(v) future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects; (vi) business and management strategies and the expansion and growth
of the operations of the Company group or the DS Smith group; and (vii) the effects of government regulation on the business of the Company or the DS Smith group. There are many factors which could cause actual results to differ materially from
those expressed or implied in forward looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future
business combinations or disposals.
These forward-looking statements are not guarantees of future performance and are based on numerous
assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks and uncertainties
because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this Current Report may cause the actual results, performance or achievements of any
such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have
been correct and persons reading this Current Report are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Current Report. All subsequent oral or written forward-looking
statements attributable to the Company or DS Smith or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither the Company nor DS Smith undertakes any obligation to update publicly or
revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.