Smurfit Spurns International Paper’s New Offer

The Irish packaging firm says the revised proposal "does not make strategic sense" and would expose shareholders to "significantly greater leverage."
Matthew HellerMarch 26, 2018

Irish packaging company Smurfit Kappa on Monday rejected an improved takeover bid by U.S. suitor International Paper, saying the offer fails to reflect its “true intrinsic business worth” and does not make strategic sense.

International Paper made a revised proposal on March 22 for a merger that would create a trans-Atlantic packaging giant and values Smurfit at 9.5 billion euros ($11.7 billion).

The proposal would pay Smurfit shareholders 25.25 euros and 0.3028 new shares of International Paper common stock for each of their shares. At a total valuation of 37.54 euros per share, it raised the original March 6 offer by 3% and represents a 38.7% premium to Smurfit’s undisturbed closing price on March 5.

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Smurfit, however, said Monday that its board had unanimously rejected the offer and was “resolute in its belief that the best interests of the group’s stakeholders are served by pursuing its future as an independent company.”

“The revised proposal … again entirely fails to value the group’s true intrinsic business worth and future prospects,” Chairman Liam O’Mahony said in a news release, adding that it “does not make strategic sense for Smurfit Kappa and its stakeholders.”

The statement also faulted International Paper for offering “a significant proportion of the consideration in the form of International Paper shares, which are U.S.-listed, represent uncertain value, and would expose Smurfit Kappa shareholders to the risk of significantly greater leverage and the challenges of integrating two businesses with fundamentally different cultures.”

A merger would enable Memphis-based International Paper, one of the world’s largest producers of fiber-based packaging, pulp and paper, to significantly diversify its business beyond North America. Smurfit operates in 35 countries in Europe and the Americas.

International Paper’s shares have fallen more than 10% since it made its initial offer. “Analysts suggested International Paper was constrained by the recent fall in its share price, which is dampening the overall deal value,” The Telegraph reported.

“International Paper remains willing to move quickly and cooperatively to engage with Smurfit Kappa with a view to achieving a recommended transaction.,” the U.S. company said Monday.

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