Smurfit Spurns International Paper's New Offer

Smurfit Kappa share price dips as group rejects fresh takeover bid

Smurfit Spurns International Paper's New Offer

Smurfit Kappa announced in a statement this morning that it had received a revised cash-and-share proposal from International Paper Company on Thursday evening, valuing each Smurfit Kappa share at €37.54.

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).

Smurfit shares were 1.9 percent lower at 0825 GMT.

The Memphis-based company, which has a market value of nearly $21 billion (£14.8 billion), had raised its offer for Smurfit Kappa in hopes of entering into merger talks.

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A merger would help International Paper diversify beyond North America and the company said it could generate annual synergies of at least $450 million at a one-off cost of $570 million.

The statement also faulted International Paper for offering "a significant proportion of the consideration in the form of International Paper shares, which are US -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".

However, International Paper Company has noted that the offer "was publicly rejected by Smurfit Kappa without any engagement". He further pointed out that "the other worry is that SKG will continue to hold out for improved terms which may never materialise".

Smurfit Kappa said the rejigged offer still includes a significant proportion of the consideration in the form of International Paper shares which are US-listed, and represent uncertain value, exposing Smurfit Kappa shareholders to the risk of "significantly greater leverage", as well as the challenges of integrating two firms with distinct cultures.

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The Irish company rebuffed the increased offer again, saying that it undervalued the company and made no strategic sense.

Smurfit Kappa had said it rejected the takeover approach from the U.S. company, later revealed to have been a EUR8.6 billion cash and stock offer made on February 23.

RBC Capital Markets analyst Paul Quinn said the drop in shares could indicate that the situation was tilting in International Paper's favour. However, given Smurfit's second rejection, and unless any third offer is for something closer to recent record highs (10% higher), it may not prove enough to convince management and shareholders alike to agree to tender.

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