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ConfidentialDraft 3/22/2018 –Subject to Legal Review Building a Premier Global Packaging Business Revised Proposal to Acquire Smurfit Kappa I March 26, 2018
ConfidentialDraft 3/22/2018 –Subject to Legal Review
Building a Premier Global Packaging Business
Revised Proposal to Acquire Smurfit Kappa I March 26, 2018ConfidentialDraft 3/22/2018 –Subject to Legal Review
Revised Proposal to Acquire Smurfit Kappa I March 26, 2018No offer or solicitation
This presentation is provided for informational purposes only and is not intended to and does not constitute an offer to subs cribe for or purchase nor a solicitation of an offer to sell or the solicitation of any vote or approval in any
jurisdiction in respect of, shares of International Paper Company (“International Paper“ or “IP”) or Smurfit Kappa Group plc ("Smurfit Kappa"). Further to the announcement by IP on 6 March 2018 of its possible offer to acquire the entire
issued and to be issued share capital of Smurfit Kappa (the "Possible Offer"): (i) any offer for Smurfit Kappa would, if it is proposed to implement the offer by way of a scheme of arrangement, be made pursuant to the terms of a circula r
to be issued by Smurfit Kappa to its shareholders in due course setting out the terms and conditions of the offer, including details of how to vote in resp ectof the offer ("Circular") or, in the event that IP determines to conduct the
acquisition pursuant to a takeover offer, be made pursuant to the terms of a takeover offer document to be despatched by IP to Smurfit Kappa shareholders in due course setting out the terms and conditions of the offer, including
details of how to accept the offer ("Takeover Offer Document"); and (ii) if an offer is made, IP may, to the extent required, publish a prospectus for the purposes of EU Directive 2003/71/EC (together with any applicable implementing
measures in any Member State, the "Prospectus Directive") in relation to shares which will be issued by it in connection with the offer ("Prospectus"). Any decision in respect of, or in response to, the Possible Offer or any subsequent offer
should be made only on the basis of the information in a Circular (or Takeover Offer Document, if appropriate) and Prospectus issued for the purpose of such offer. Investors are advised to read any such Circular (or Takeover Offer
Document, if appropriate) and Prospectus carefully.
This presentation is not intended to and does not constitute a prospectus for the purposes of the Prospectus Directive. Accor dingly, investors should not subscribe for, or purchase, any securities referred to in this presentation except on
the basis of the information to be contained in the Prospectus, which, if published, will be prepared in accordance with the Prospectus Directive. Copies of the Prospectus, if published, will be available from IP’s website at
(http://investor.internationalpaper.com/investor -relations/Smurfit -Kappa -Proposal /).
Restrictions on certain information under the Irish Takeover Rules
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