Smurfit Kappa's Board Rejects Revised Proposal from International Paper

The Board of Smurfit Kappa (the “Board”) announces that it received a revised proposal (the “Revised Proposal”) from International Paper Company (“International Paper”) on Thursday evening, 22 March 2018. Under the terms of the Revised Proposal, Smurfit Kappa shareholders would receive €25.25 in cash (which would be reduced to €24.605 after payment of the final dividend of 64.5 cent recommended on 7 February 2018 and to be paid on 11 May 2018 (the “Final Dividend”)) and 0.3028 new shares of International Paper common stock for each Smurfit Kappa ordinary share held by them.

Based on International Paper’s closing share price on 23 March 2018 of $50.15 and a €:$ exchange rate of €1:$1.2353, the Revised Proposal would value each Smurfit Kappa share at €37.54, reduced to €36.90 when the Final Dividend is excluded.

International Paper’s proposal announced and rejected by the Board on 6 March 2018 valued each Smurfit Kappa share at €36.46 (without reduction for the Final Dividend). The Revised Proposalrepresents an increase in value of only €1.08 per share, equivalent to less than 3%.

Following careful consideration, together with its financial advisers, the Board has unanimously rejected the Revised Proposal. The Board is resolute in its belief that the best interests of the Group’s stakeholders are served by pursuing its future as an independent company, operating as the European and Pan- American leader in paper-based packaging. The Revised Proposal also fundamentally undervalues the Group and remains significantly below the valuations set by recent industry transactions.

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