TIDMSKG
AGM Statement
SKG:IDSKG:LN
Smurfit Kappa Group plc ('Smurfit Kappa', 'SKG' or the 'Group'),
one of the world's largest integrated manufacturers of paper-based
packaging products, is hosting its Annual General Meeting ("AGM")
today in Dublin. At the AGM, Liam O'Mahony, Chairman of Smurfit
Kappa, read the following statement:
"International PaperProposals | Background & Context
Let me provide you with some background and context to the
International Paper proposals.
We received an unsolicited approach from International Paper in
mid-February this year seeking a meeting to discuss a proposal
regarding the acquisition of Smurfit Kappa by International Paper.
I met with the Chairman & CEO of International Paper and his
SVP of Corporate Development in London, together with our CEO, at
which meeting we received a letter setting out IP's initial
proposal to acquire Smurfit Kappa.
The Board, as a whole, together with our advisors, carefully
evaluated the proposal in line with the Board's responsibilities to
stakeholders - in particular, the Group's shareholders. Having
received independent financial advice in accordance with our
obligations under the Takeover Rules, the Board unanimously
concluded that the initial proposal failed to value the Group's
true intrinsic business worth and prospects. We communicated our
rejection of that proposal to International Paper on 5 March and to
the market on 6 March.
On 22 March, IP's Chairman approached us again and indicated to
me on the phone their intention to make a revised proposal which I
then received in writing. Again, following due and careful
consideration by the Board and its advisors, the Board unanimously
determined that the best interests of the Group's stakeholders are
served by pursuing its future as an independent company.
Accordingly, we announced to the market on 26 March that the Board
unanimously rejected International Paper's revised proposal.
Throughout this process, the Board has been fully aware of its
fiduciary obligations and has given careful consideration to each
proposal from International Paper. We have dealt with International
Paper in a professional manner and have actively and thoroughly
evaluated each of the proposals received. We announced our position
to the market as a whole on 6, 7 and 26 March respectively and have
also engaged with shareholders to outline our position with respect
to International Paper's proposals.
In conclusion, the Board of Smurfit Kappa has, together with its
financial advisors, given due and careful consideration to the
International Paper proposals and has unanimously rejected them on
the basis that they entirely fail to value the Group's true
intrinsic business worth and prospects.
First Quarter 2018
Turning now to the first quarter. As you may know, consistent
with our focus on the Group's longer-term strategic direction, and
with the practice of the majority of our FTSE 100 peers, we have
moved from quarterly reporting to semi-annual reporting together
with quarterly trading updates. This morning we issued our first
trading update under this new reporting cycle for the first three
months of 2018.
Our trading update outlines a strong performance in the first
quarter with 22% growth in EBITDA to EUR340 million and significant
year-on-year improvement against all key metrics.
First quarter EBITDA of EUR340 million translates to a first
quarter EBITDA margin of 15.7%, an increase of 2.7 percentage
points on a margin of 13% in the first quarter of 2017. The Group's
first quarter ROCE was 16.1% equalling the Group's previous
record.
Trading in the second quarter remains very encouraging. We also
continue to implement our medium term plan which will enhance our
operating platform for sustained growth. We are excited about our
prospects in the short, medium and long-term and expect our 2018
EBITDA to be materially better than 2017."
S
Garrett Quinn FTI Consulting
Smurfit Kappa Group
T: +353 1 202 7180 T: +353 1 765 0800
E: ir@smurfitkappa.com E: smurfitkappa@fticonsulting.com
About Smurfit Kappa
Smurfit Kappa, a FTSE 100 company, is one of the leading
providers of paper-based packaging solutions in the world, with
around 46,000 employees in approximately 370 production sites
across 35 countries and with revenue of EUR8.6 billion in 2017. We
are located in 22 countries in Europe, and 13 in the Americas. We
are the only large-scale pan-regional player in Latin America.
With our proactive team we relentlessly use our extensive
experience and expertise, supported by our scale, to open up
opportunities for our customers. We collaborate with
forward-thinking customers by sharing superior product knowledge,
market understanding and insights in packaging trends to ensure
business success in their markets. We have an unrivalled portfolio
of paper-packaging solutions, which is constantly updated with our
market-leading innovations. This is enhanced through the benefits
of our integration, with optimal paper design, logistics,
timeliness of service, and our packaging plants sourcing most of
their raw materials from our own paper mills.
Our products, which are 100% renewable and produced sustainably,
improve the environmental footprint of our customers.
Follow us on Twitter at @smurfitkappa and on LinkedIn at
'Smurfit Kappa'.
smurfitkappa.com
Further Information
This announcement is not intended to, and does not, constitute
or form part of (1) an offer or invitation to purchase or otherwise
acquire, subscribe for, tender, exchange, sell or otherwise dispose
of any securities, (2) the solicitation of an offer or invitation
to purchase or otherwise acquire, subscribe for, tender, exchange,
sell or otherwise dispose of any securities, or (3) the
solicitation of any vote or approval in any jurisdiction, pursuant
to this announcement or otherwise.
The distribution of this announcement in, into, or from, certain
jurisdictions other than Ireland and the United Kingdom may be
restricted or affected by the laws of those jurisdictions.
Accordingly, copies of this announcement are not being, and must
not be, mailed or otherwise forwarded, distributed or sent in,
into, or from any such jurisdiction. Therefore persons who receive
this announcement (including without limitation nominees, trustees
and custodians) and are subject to the laws of any jurisdiction
other than Ireland and the United Kingdom who are not resident in
Ireland or the United Kingdom will need to inform themselves about,
and observe any applicable restrictions or requirements. Any
failure to do so may constitute a violation of the securities laws
of any such jurisdiction.
Responsibility Statement
The Directors of Smurfit Kappa 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.
Citigroup Global Markets Limited ("Citi"), which is authorised
by the Prudential Regulation Authority and regulated in the UK by
the Financial Conduct Authority and the Prudential Regulation
Authority, is acting as financial adviser exclusively for Smurfit
Kappa and no one else in connection with the matters set out in
this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not
be responsible to anyone other than Smurfit Kappa for providing the
protections afforded to clients of Citi nor for providing advice in
relation to any matter referred to herein.
Davy Corporate Finance, which is authorised and regulated in
Ireland by the Central Bank of Ireland, is acting exclusively for
Smurfit Kappa and no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than Smurfit Kappa for providing the protections
afforded to clients of Davy Corporate Finance, or for providing
advice in connection with the matters referred to in this
announcement.
Forward-looking Statements
This announcement may include certain "forward looking
statements" with respect to the business, strategy and plans of
Smurfit Kappa and its expectations relating to Smurfit Kappa's
future financial condition and performance. Statements that are not
historical facts, including statements about Smurfit Kappa or
Smurfit Kappa's belief and expectation, are forward looking
statements. Words such as "believes", "anticipates", "estimates",
"expects", "intends", "aims", "potential", "will", "would",
"could", "considered" and "likely", and variations of these words
and similar future or conditional expressions are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
events and depend upon future circumstances that may or may not
occur.
Forward-looking statements only speak as of the date on which
they are made, and the events discussed in this announcement may
not occur. Subject to compliance with applicable law and
regulation, Smurfit Kappa is not under any obligation to update
publicly or revise forward looking statements, whether as a result
of new information, future events or otherwise.
Rule 8 - Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, "interested" (directly or indirectly) in
1% or more of any class of "relevant securities" of Smurfit Kappa
or International Paper Company ("International Paper"), all
"dealings" in any "relevant securities" of Smurfit Kappa or
International Paper (including by means of an option in respect of,
or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by not later than 3.30 pm (Irish time) in
respect of the relevant securities of Smurfit Kappa and 3.30pm (New
York time) in respect of the relevant securities of International
Paper on the "business day" following the date of the relevant
transaction. This requirement will continue until the date on which
the "offer period" ends. If two or more persons co-operate on the
basis of any agreement, either express or tacit, either oral or
written, to acquire an "interest" in "relevant securities" of
Smurfit Kappa, they will be deemed to be a single person for the
purpose of Rule 8.3 of the Irish Takeover Rules.
Under Rule 8.1 of the Irish Takeover Rules, all dealings in
relevant securities of Smurfit Kappa by International Paper, or
relevant securities of International Paper by Smurfit Kappa, or by
any party acting in concert with either of them must also be
disclosed by no later than 12 noon (Irish/UK time) in respect of
the relevant securities of Smurfit Kappa and 12 noon (New York
time) in respect of the relevant securities of International Paper
on the "business day" following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can be found on the Irish Takeover Panel's
website.
If you are in any doubt as to whether or not you are required to
disclose a "dealing" under Rule 8, please consult the Irish
Takeover Panel's website at www.irishtakeoverpanel.ie or contact
the Irish Takeover Panel on telephone number +353 (0)1 678 9020;
fax number +353 (0)1 678 9289.
Profit Forecast/Asset Valuations
With the exception of those statements expressly identified in
the Trading Update issued by Smurfit Kappa on the date hereof as
constituting a "profit forecast" for the purposes of Rule 28 of the
Irish Takeover Rules and repeated in this announcement, no
statement in this announcement is intended to constitute a profit
forecast for the purposes of Rule 28 of the Irish Takeover Rules.
No statement in this announcement is intended to constitute an
asset valuation.
Publication on a website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, on the Smurfit Kappa website at www.smurfitkappa.com
and by no later than 12 noon on the business day following the date
of the announcement. Neither the content of the websites referred
to in this announcement, nor the contents of any other website
accessible from hyperlinks on such websites, is incorporated into
or forms part of this announcement.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20180504005200/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
May 04, 2018 05:00 ET (09:00 GMT)
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