International Paper Company Announces Definitive Distribution Ratio for the Spinoff of its xpedx Distribution Business

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Jun 23, 2014, 09:09 ET

MEMPHIS, Tenn., June 20, 2014 /PRNewswire/ -- International Paper (NYSE: IP) today announced the definitive distribution ratio for the spinoff of its distribution solutions business, xpedx. Subject to the satisfaction of certain conditions, International Paper stockholders will receive on the distribution date, July 1, 2014, 0.01909025 shares of Veritiv Corporation ("Veritiv") common stock (NYSE: VRTV) for each share of International Paper common stock they owned as of 5:00 p.m., New York City time, on June 20, 2014, the record date set by International Paper's board of directors.

International Paper shareholders will not receive fractional shares of Veritiv common stock. Instead, fractional shares of Veritiv common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to the International Paper shareholders who would otherwise receive a fractional share of Veritiv common stock.

The closing of the spinoff of International Paper's distribution business, xpedx, and the subsequent merger with UWW Holdings, Inc., the parent company of Unisource Worldwide, Inc., are scheduled to occur on July 1, 2014. Veritiv common stock began trading on a "when-issued" basis on the NYSE under the symbol "VRTV WI" on June 18, 2014. On July 2, 2014, "regular way" trading under the symbol "VRTV" is expected to begin. The CUSIP number for the Veritiv common stock will be 923454 102 when regular way trading begins.

About International Paper

International Paper (NYSE: IP) is a global leader in packaging and paper with manufacturing operations in North America, Europe, Latin America, Russia, Asia and North Africa. Its businesses include industrial and consumer packaging and uncoated papers, complemented by xpedx, the company's North American distribution company. Headquartered in Memphis, Tenn., the company employs approximately 70,000 people and is strategically located in more than 24 countries serving customers worldwide. International Paper net sales for 2013 were $29 billion. For more information about International Paper, its products and stewardship efforts, visit internationalpaper.com.

Certain statements in this press release regarding the spinoff transaction may be considered "forward-looking statements," such as statements relating to expectations for the new company and whether and when the spinoff transaction will close. These statements may also be identified by words such as "intend," "expect," "anticipate," "will," "implied," "designed," "assume" and similar expressions. These statements reflect the current views of International Paper's management and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Factors which could cause actual results to differ include but are not limited to: (i) the successful fulfillment or waiver of all closing conditions without unexpected delays or conditions; (ii) the successful closing of the spinoff transaction within the expected timeframe; (iii) industry conditions, including but not limited to changes in the cost or availability of raw materials, energy and transportation costs, competition the companies face, cyclicality and changes in consumer preferences, demand and pricing for the companies' products; (iv) global economic conditions and political changes; and (v) other factors that can be found in International Paper's press releases and filings with the Securities and Exchange Commission and Veritiv's filing with the Securities and Exchange Commission. International Paper undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. This release does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. A prospectus related to these securities can be obtained by contacting International Paper at International Paper Company, Attn: Investor Relations, 6400 Poplar Ave., Memphis, TN 38197, Tel: (901) 419-4352, or by accessing the Securities and Exchange Commission's website at www.sec.gov.

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SOURCE International Paper