International Paper Files DEFA14A Proxy Solicitation Material

TL;DR

IP filed proxy docs, shareholders might vote soon.

AI Summary

International Paper Company filed a DEFA14A on June 25, 2024, related to soliciting material under Rule 14a-12 of the Exchange Act. The filing indicates a report date of June 20, 2024, and concerns the company's principal executive offices located at 6400 Poplar Avenue, Memphis, Tennessee. The company's telephone number is (901) 419-9000.

Why It Matters

This filing is a proxy statement, which means shareholders will be asked to vote on important company matters, potentially impacting corporate governance and strategic decisions.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) for soliciting proxy materials, not indicating immediate financial distress or significant operational changes.

Key Players & Entities

• International Paper Company (company) — Registrant
• 6400 Poplar Avenue, Memphis, Tennessee (location) — Principal Executive Offices
• Rule 14a-12 (regulation) — Soliciting material provision

FAQ

Key Financial Figures

• $1 — e on which registered Common Stock, $1 per share par value IP New York Sto
• $1.00 — common stock of the Company, par value $1.00 per share, in respect of the Business C

Filing Documents

• d848336ddefa14a.htm (DEFA14A) — 74KB
• 0001193125-24-167468.txt ( ) — 75KB

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 99.1 Press Release of International Paper Company dated June 25, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Cautionary Statement Regarding Forward-Looking Statements This Current Report, and the documents incorporated by reference into this Current Report, contain 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 Companys 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

Forward-looking statements often use forward-looking or conditional words such as anticipate, target,

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 Business Combination in a timely manner or at all; (ii) the satisfaction (or waiver) of conditions to the consummation of the Business Combination; (iii) adverse effects on the market price of the Companys or DS Smiths operating results, including because of a failure to complete the Business Combination; (iv) the effect of the announcement or pendency of the Business Combination on the Companys or DS Smiths 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

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INTERNATIONAL PAPER COMPANY Dated: June 25, 2024 By: /s/ Joseph R. Saab Name: Joseph R. Saab Title: Senior Vice President, General Counsel and Corporate Secretary Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE June 25, 2024 RECOMMENDED ALL-SHARE COMBINATION OF DS SMITH PLC WITH INTERNATIONAL PAPER COMPANY OFFER UPDATE The boards of International Paper Company ( International Paper ) and DS Smith Plc ( DS Smith ) are pleased to announce the expiration of the waiting period under the Hart-Scott-Rodino Act (the HSR Act) for the proposed combination of DS Smith with International Paper. This is an important step in the consummation of the proposed combination as the expiration removes the HSR Acts bar to closing. Completion of the Combination remains subject to the satisfaction or waiver of the remaining Conditions, including regulatory clearance being received from the European Commission and the sanctioning of the Scheme by the Court. International Paper and DS Smith still expect the Scheme to become effective in the fourth quarter of 2024. Terms used but not defined in this announcement have the meaning given to them in the Rule 2.7 announcement released by International Paper and DS Smith on April 16, 2024. Enquiries International Paper +1 901 419 1731 Mark Nellessen Jessica Seidner BofA Securities (Sole financial adviser to International Paper) +44 20 7628 1000 Luca Ferrari Geoff Iles Antonia Rowan Tom Brown FGS Global (PR adviser to International Paper) +1 212 687 8080 Robin Weinberg Kelsey Markovich Hayley Cook Kate Gorgi

Forward Looking Statements

Forward Looking Statements This announcement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act 1995 that are and statements of a general economic or industry-specific nature. Forward-looking statements give International Papers and DS Smiths current expectations and projections with respect to the financial condition, results of operations and business of International Paper, DS Smith and certain plans and objectives of International Paper, DS Smith and the Combined Company. 5 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 International Paper and DS Smith in light of their 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,

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 International Paper and DS Smith to consummate the Combination in a timely manner or at all; (ii) the satisfaction (or waiver) of conditions to the consummation of the Combination; (iii) adverse effects on the market price of International Papers or DS Smiths operating results including because of a failure to complete the Combination; (iv) the effect of the announcement or pendency of the Combination on International Papers or DS Smiths 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 International Paper Group or the DS Smith Group; and (vii) the effects of government regulation on the business of the International Paper Group 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 natur

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