Smurfit-Stone To Acquire
St. Laurent Paperboard For Cash And Stock
CHICAGO AND MONTREAL, February 23, 2000 Smurfit-Stone Container Corporation (Smurfit-Stone, Nasdaq: SSCC) and St. Laurent Paperboard, Inc., (St. Laurent, TSE: SPI, NYSE: SLW) jointly announced today that Smurfit-Stone has agreed to acquire St. Laurent for about US$1.4 billion (CAN $2.04 billion) consisting of approximately US$625 million (CAN $913 million) in cash, Smurfit-Stone common stock, and the assumption of St. Laurent's debt.
Ray Curran, president and chief executive officer of Smurfit-Stone, said, "This transaction has multiple benefits for investors. It will expand our capabilities to serve the fast-growing market for high-impact graphics packaging, and it presents an excellent business and geographic fit. It is also expected to be accretive to our earnings."
Dr. Michael W.J. Smurfit, who is chairman of Smurfit-Stone Container Corporation and chairman and chief executive officer of Jefferson Smurfit Group, Smurfit-Stone's largest shareholder, said, "This acquisition is another important step in expanding the presence of Smurfit-Stone and the worldwide Jefferson Smurfit Group in the North American packaging market."
The transaction will significantly expand Smurfit-Stones capabilities to produce specialty grades of containerboard, such as white top linerboard, coated and bleached linerboard and lightweight medium used in point-of-purchase promotional packaging. St. Laurents corrugated packaging plants will expand Smurfit-Stones capabilities to provide microflute and other high impact graphics packaging to customers throughout North America. St. Laurents paperboard operations include four containerboard mills with 1.5 million tons of capacity and 16 packaging plants.
Under the terms of the agreement, holders of St. Laurent stock will receive US$12.50 (CAN $18.25) in cash plus one-half share of Smurfit-Stone common stock for each share of St. Laurent. In the event that St. Laurent receives a superior proposal, Smurfit-Stone shall have the right to amend its offer. To finance the transaction, Smurfit-Stone will raise US$625 million (CAN $913 million) in new debt and issue approximately 25 million new shares of common stock, increasing the number of fully diluted shares outstanding to approximately 250 million. Smurfit-Stone will also refinance about US$386 million (CAN $564 million) of St. Laurent debt. The transaction is subject to St. Laurent shareholder approval and various regulatory approvals and is expected to close in the second quarter.
"The combination of these packaging businesses into one North American unit will generate approximately US$50 million (CAN $73 million) annually in cost savings," Curran said. "In addition, by joining Smurfit-Stones containerboard system with St. Laurent capabilities we will create significant new opportunities to optimize our containerboard manufacturing costs.
"Finally, St. Laurent has superior capabilities in specialty containerboard such as white top linerboard and lightweight medium. By adding these operations, Smurfit-Stone develops an unmatched ability to serve customers for microflute and value graphics packaging and point-of-purchase displays. Finally, St. Laurent management has done an excellent job in the past twelve months of reducing costs and increasing production at its white top mills. We expect to continue with this progress."
Jay J. Guarandiano, president and chief executive officer of St. Laurent Paperboard, added, "This transaction enhances our shareholder value. Shareholders will be able to participate in the many benefits accruing from the combination of St. Laurents niche in higher value white top linerboard and microfluting grades and Smurfit-Stones preeminent position as the largest container and containerboard producer in North America."
Smurfit-Stone, which was created by the November 1998 merger of Jefferson Smurfit Corporation and Stone Container Corporation, is the industrys leading manufacturer of paper and paperboard-based packaging, including containerboard, corrugated containers, industrial bags, and claycoated recycled boxboard; and is the worlds largest paper recycler. In addition, Smurfit-Stone is a leading producer of solid bleached sulfate, folding cartons, paper tubes and cores, and labels. Net sales in 1999 were US$7.2 billion (CAN $10.5 billion). The company employs approximately 35,000 and operates about 300 facilities worldwide. The company has a production capacity of six million tons of containerboard and one million tons of other packaging grades.
St. Laurent Paperboard is a leading North American producer, supplier and converter of high quality, value-added specialty containerboard and high impact graphics packaging, with more than 4,500 employees serving a diverse customer base in North America and selected international markets. Formed in 1994, the company had sales of US$916 million (CAN $1.34 billion) in 1999. In addition to its four mills and 16 packaging plants, the company also owns 920,000 acres of forest land in Quebec and solid wood products operations.
This document contains certain forward-looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934, as amended, about Smurfit-Stone Container Corporation. Although the company believes that, in making any such statements, its expectations are based on reasonable assumptions, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. When used in this document, the words "anticipates," "believes," "expects," "intends," and similar expressions as they relate to Smurfit-Stone Container Corporation or its management are intended to identify such forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. Important factors that could cause actual results to differ materially from those in forward-looking statements, certain of which are beyond the control of Smurfit-Stone Container Corporation, include: the impact of general economic conditions in the U.S. and Canada and in other countries in which Smurfit-Stone Container Corporation and its subsidiaries currently do business (including Asia, Europe and Latin and South America); industry conditions, including competition and product and raw material prices; fluctuations in exchange rates and currency values; capital expenditure requirements; legislative or regulatory requirements, particularly concerning environmental matters; interest rates; access to capital markets; the timing of and value received in connection with asset divestitures; and obtaining required approvals, if any, of debt holders. The actual results, performance or achievement by Smurfit-Stone Container Corporation could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations and financial condition of Smurfit-Stone Container Corporation.