Completion of acquisition of Interstate Resources

RNS Number : 0494P
Smith (DS) PLC
25 August 2017


25 August 2017




DS Smith Plc (the Company) is pleased to announce that completion of the acquisition by the Company and its wholly-owned U.S. subsidiary, DS Smith Holdings, Inc., of 80 per cent. of the shares of common stock in the capital of Indevco Management Resources, Inc. from Merpas Co. S.à r.l. (Merpas) (the Acquisition) took place earlier today.


Together with the 52,474,156 new ordinary shares allotted to Merpas which are expected to be admitted to listing on the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities at 8.00 a.m. on 29 August, DS Smith has paid US$ 835 million (approximately £642 million1) in respect of cash consideration and repayment of IRI Group's financial indebtedness.


Miles Roberts, Group Chief Executive, commented:

"We are delighted to complete the acquisition of Interstate. The response from employees and customers has been excellent and trading at Interstate in the calendar year to date is fully in line with our expectations at the time of the acquisition, which supports our confidence in this business. We look forward to working with all Interstate stakeholders and building a successful business in North America, as part of DS Smith's overall growth strategy."


Neemat Frem, INDEVCO Group CEO, said: "With DS Smith, we believe the opportunities created will take Interstate to its full potential. The values and expertise of our two groups ensure that our loyal and prospective customers receive the best service from Interstate. I extend my personal gratitude to the Interstate team for their continuous dedication and service, and I trust they will always deliver beyond expectation."


For further information, please contact:


DS Smith Plc                                                                                                             +44 (0) 20 7756 1800

Hugo Fisher, Group Communications Director

Rachel Stevens, Investor Relations Director


Citigroup Global Markets Limited                                                                         +44 (0) 20 7986 0000

(Joint Financial Adviser and Joint Sponsor)

Andrew Seaton

Jan Skarbek

Christopher Wren

J.P. Morgan Limited / J.P. Morgan Securities plc                                                  +44 (0) 20 7742 8000

(Joint Financial Adviser / Joint Sponsor)

Mark Breuer                                                                                                   

Virginia Khoo

Richard Walsh


Bell Pottinger                                                                         

John Sunnucks                                                                                                                        +44 (0)20 3772 2549

Ben Woodford                                                                                                                        +44 (0)20 3772 2566


Citigroup Global Markets Limited (Citi) and J.P. Morgan Securities plc (JPMS) are acting as joint sponsors to the Company in connection with the Acquisition. Citi and J.P. Morgan Limited (JPML) are acting as joint financial advisers to the Company in connection with the Acquisition. Each of JPMS and JPML (together, JPM) conducts its UK investment banking business as J.P. Morgan Cazenove.


Important Notice


This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase or otherwise acquire or dispose of, or any solicitation to purchase or otherwise acquire or dispose of, any securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such an offer or solicitation is unlawful. Persons needing advice should consult an independent financial adviser. The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations.


This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change without notice.


Citi and JPMS, each of which is authorised by the Prudential Regulation Authority (the PRA) and regulated by the Financial Conduct Authority (the FCA) and the PRA in the United Kingdom, and JPML, which is authorised and regulated in the United Kingdom by the FCA, are acting solely for the Company and no one else in connection with the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Citi or JPM, respectively, nor for providing advice in relation to the Acquisition. Neither Citi, JPM nor any of their respective subsidiaries, branches or 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 Citi or JPM, respectively, in connection with the Acquisition, any statement contained in this announcement or otherwise.


Save for the responsibilities and liabilities, if any, of Citi and/or JPM under the Financial Services and Markets Act 2000, as amended from time to time (FSMA) or the regulatory regime established under FSMA, neither Citi nor JPM assumes any responsibility whatsoever and makes no representations or warranties, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the Company, or on the Company's behalf, or by Citi and/or JPM, or on its behalf, and nothing contained in this announcement is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with the Company or the Acquisition. Each of Citi and JPM disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement.


The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.


Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.


1 Based on an exchange rate of 1.30

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