The Boards of Mondi plc and DS Smith Plc announce that they have reached an agreement in principle on the key financial terms of a possible all share offer by Mondi for DS Smith, pursuant to which Mondi would acquire the entire issued and to be issued share capital of DS Smith (the “Combination”).
Proceeding with the Combination is conditional on, inter alia, reaching agreement on the other terms and conditions of any offer, including as to regulatory matters and the completion of mutual confirmatory due diligence to the satisfaction of Mondi and DS Smith.
Key Terms of the Combination
• Mondi shareholders would own 54 per cent. and DS Smith shareholders would own 46 per cent. of the issued and to be issued share capital of Mondi;
• Based on Mondi’s closing share price of 1,381 pence per share on 7 February 2024 (being the day prior to the commencement of the offer period), the terms of the Combination would represent an implied value of 373 pence per DS Smith share and a premium of 33 per cent. to DS Smith’s closing share price of 281 pence per share on 7 February 2024 (being the day prior to the commencement of the offer period);
• Philip Yea would be Chair, Andrew King would be the Chief Executive Officer and Mike Powell would be the Chief Financial Officer of the enlarged Mondi Group; and
• Three Non-Executive Directors of DS Smith are expected to join the enlarged Mondi Group Board.
The Combination is an exciting opportunity to create a pan-European industry leader in paper-based sustainable packaging solutions, with complementary geographic footprints, leading customer relationships, a strong balance sheet and cash flow profile, and the potential to deliver substantial benefits to respective shareholders, customers, employees and related stakeholders.