International Paper Will Not Make Offer to Acquire Smurfit Kappa

MEMPHIS, Tenn., June 5, 2018 /PRNewswire/ -- International Paper Company (NYSE: IP) confirmed today that the company will not make an offer for Smurfit Kappa Group plc ('Smurfit Kappa'), given the lack of engagement by Smurfit Kappa's Board of Directors and Management.

In February 2018, International Paper provided representatives of Smurfit Kappa's Board of Directors with a proposal to acquire the company. Following discussions with shareholders of both companies, IP put forward a revised proposal on March 26, 2018. IP believes the revised proposal was highly attractive and formed a sound basis for engagement, which the company viewed as essential to determining the full value potential of the combination.

"While we continue to believe in the strategic and financial potential of this combination, our commitment was to proceed in a disciplined manner that would create value for both sets of shareholders," said Mark Sutton, Chairman and CEO of International Paper. "Moving forward, we remain focused on executing our strategy and are excited about our outlook. We have many levers to create shareholder value and will be responsible stewards of our shareholders' capital," added Sutton.

As a result of this announcement, International Paper is bound by the restrictions set out in Rule 2.8 of the Irish Takeover Rules. International Paper reserves the right within the next 12 months to set aside this announcement where so permitted under Rule 2.8 (including Rule 2.8(c)(ii)).

About International Paper 
International Paper (NYSE: IP) is a leading global producer of renewable fiber-based packaging, pulp and paper products with manufacturing operations in North America, Latin America, Europe, North Africa, India and Russia. We produce corrugated packaging products that protect and promote goods, and enable worldwide commerce; pulp for diapers, tissue and other personal hygiene products that promote health and wellness and papers that facilitate education and communication. We are headquartered in Memphis, Tenn., and employ approximately 52,000 colleagues located in more than 24 countries. Net sales for 2017 were $22 billion. For more information about International Paper, our products and global citizenship efforts, please visit internationalpaper.com.

Statements required by the Irish Takeover Rules

The Directors of International Paper accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Deutsche Bank AG is authorized under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority ("FCA"). Details about the extent of its authorization and regulation by the Prudential Regulation Authority, and regulation by the FCA, are available on request or from www.db.com/en/content/eu_disclosures.htm. Deutsche Bank Securities Inc ("DBSI") is acting as financial adviser and Deutsche Bank AG, acting through its London Branch (together with DBSI, "Deutsche Bank"), is acting as financial adviser and corporate broker to International Paper and no other person in connection with this announcement or any of its contents. Deutsche Bank will not be responsible to any person other than International Paper for providing any of the protections afforded to clients of Deutsche Bank, nor for providing any advice in relation to the acquisition or any other matter referred to herein. Neither Deutsche Bank nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Bank in connection with this announcement, any statement contained herein or otherwise.

SOURCE International Paper Company

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