22 October 2010
DS Smith Plc ("DS Smith")
Terms of the squeeze-out of the remaining Otor S.A. ("Otor") shares
On 1 September 2010 DS Smith announced that it had acquired all the shares held directly and indirectly by The Carlyle Group in Otor, together with shares in Otor held by management, as a result of which DS Smith held directly and indirectly more than 95.00 per cent. of the share capital and voting rights of Otor.
Following recent announcements in relation to the simplified cash offer in respect of the remaining Otor shares at a price of EUR 8.97 per Otor share (the "Simplified Public Offer"), DS Smith today announces that the Simplified Public Offer was implemented between 8 and 21 October 2010 and DS Smith Hêtre Blanc now holds directly and indirectly 21,994,642 Otor shares representing 99.22 per cent. of the share capital and 99.45 per cent. of the voting rights of Otor.
In a letter dated 22 October 2010, BNP Paribas, acting on behalf of DS Smith Hêtre Blanc, informed the Autorité des marchés financiers (the "AMF") of DS Smith Hêtre Blanc's decision, in accordance with its intention expressed in the Simplified Public Offer, to squeeze-out the remaining Otor shares to enable all of the shares of Otor not held by it (and by Otor itself), to be transferred to it in exchange for a consideration of EUR 8.97 per Otor share, equal to the price of the Simplified Public Offer, in accordance with applicable French regulations. The squeeze-out will cover the 150,156 Otor shares not tendered in the Simplified Public Offer by the minority shareholders of Otor except for the Otor shares held by Otor in treasury which will not be transferred as part of the squeeze-out.
The AMF has indicated in its announcement No. 210C1095 of 22 October 2010 that the squeeze-out will be implemented on 26 October 2010, the date of the delisting of the Otor shares from the NYSE Alternext Paris market.
The full DS Smith offer document (note d'information) approved by the AMF, together with a document setting out additional information in relation to DS Smith may be obtained upon request, free of charge from:
4, rue d'Antin
DS Smith hÊtre blanc
6, Place de la Madeleine
To view the full offer document, please go to http://www.dssmith.uk.com/pages/News.asp and click on the link to the Final Offer Document (note d information) regarding Otor as approved by the French AMF dated 5 October 2010. To view the document setting out additional information in relation to DS Smith, please go to http://www.dssmith.uk.com/pages/News.asp and click on the link to the Final document relating to the characteristics notably legal and financial and accounting of the bidder as approved by the French AMF dated 6 October 2010.
The full Otor response document (note en réponse), approved by the AMF, together with a document setting out additional information in relation to Otor may be obtained upon request, free of charge from:
To view the full documents, please click on, or paste the following links into the address bar of your browser.
The dissemination, publication or distribution of this announcement can, in certain countries, be subject to legal or regulatory restrictions. This announcement is not intended for persons subject to such restrictions, whether directly or indirectly. The receipt of this announcement does not constitute an offer in countries in which an offer to purchase is illegal.
DS Smith Plc
Miles Roberts, Group Chief Executive
Steve Dryden, Group Finance Director
+44 (0)1628 583 400
J.P. Morgan Cazenove
+44 (0)20 7742 4000
Neither the content of DS Smith's website nor the content of any other website accessible from hyperlinks on DS Smith's website is incorporated into, or forms part of, this announcement.