The boards of the two companies said they had initially reached agreement on the terms of the recommended all-share combination deal last April.
The deal was implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 and was subject to the terms and conditions set out in the scheme document that was published on 11 September 2024.
The scheme was approved by the requisite majority of DS Smith shareholders on 7 October 2024.
Following conditions being satisfied and the sanctioning of the scheme at the Court Hearing during January, the two companies said the delivery of a copy of the Court Order to the Registrar of Companies meant the scheme became effective on Friday (31 January).
In accordance with its terms and, pursuant to the scheme, the entire issued and to be issued share capital of DS Smith is now owned by International Paper UK Holdings Limited, an indirect wholly-owned subsidiary of International Paper.
Pursuant to the acquisition, International Paper will issue 0.1285 of new shares of common stock for each ordinary share of DS Smith, resulting in the issuance of approximately 179,847,780 new shares of International Paper common stock.
It is expected that the new shares of International Paper common stock will begin trading on the New York Stock Exchange tomorrow (4 February) under the symbol ‘IP’, and shares of International Paper common stock, including the shares of new International Paper common stock, will begin trading on the London Stock Exchange via a secondary listing under the symbol ‘IPC’.
Geoff Drabble, chair of DS Smith, said: “The combination with International Paper creates a truly international sustainable packaging solutions leader that is well positioned in attractive and growing markets across Europe and North America, enhancing our global proposition to customers, creating opportunities for colleagues and delivers significant value for shareholders.
“I am proud of all that DS Smith has achieved and I would like to thank all our colleagues for their support and ongoing commitment over many years. I am sure that the business will continue to flourish as part of a combined group with International Paper.”
Andrew Silvernail, chairman and CEO of International Paper, added: “The combination of International Paper and DS Smith will create the world’s leading sustainable packaging company.
“With a differentiated geographic footprint and an unparallelled suite of sustainable packaging products and services, we will accelerate growth, improve profitability and serve our customers even better.”
Following the completion of the deal, Tim Nicholls, Vincent Bonnot and Steven Hieatt have been appointed to the DS Smith board while Geoff Drabble, Tessa Bamford, Celia Baxter, Alan Johnson, Alina Kessel, Eric Olsen, and David Robbie have tendered their resignations and have stepped down from the DS Smith board.
Miles Roberts and Richard Pike will step down from the DS Smith board following the delisting of the DS Smith shares. Iain Simm has tendered his resignation as company secretary, which will take effect following the delisting.
DS Smith had sales of £6.82bn in its most recent financial year. International Paper had sales of $18.6bn (£15bn) last year.
