Item 1.01. Entry into a Material Definitive Agreement.
On December 15, 2022, the Company, acting through International Paper
Switzerland GmbH (the "IP Shareholder"), delivered an offer letter (the "Offer
Letter") to Pulp Holding Luxembourg S.A.R.L and ILIM Holding Luxembourg S.A.R.L
(the "ILIM Shareholders"), pursuant to the ILIM Shareholders' right of first
refusal (the "ROFR") under the shareholders' agreement in respect of ILIM SA
("ILIM") entered into among the Company, the IP Shareholder, the ILIM
Shareholders, ILIM, Mr. Zakhar Smushkin, Mr. Mikhail Zingarevich, Mr. Boris
Zingarevich and Mr. Leonid Eruhimovich on October 4, 2007 (as subsequently
amended and restated) (the "Shareholders Agreement"), whereby the IP Shareholder
offered its 50% shareholding in ILIM to the ILIM Shareholders.
On January 19, 2023 and January 23, 2023, the ILIM Shareholders delivered an
initial acceptance notice and an additional acceptance notice (the "Acceptance
Notice"), respectively, whereby the ILIM Shareholders exercised the ROFR
pursuant to the Shareholders Agreement with respect to the 50% shareholding in
ILIM held by the IP Shareholder. As a result, subject only to receipt of
regulatory approvals, the IP Shareholder is obligated to sell such shares to the
ILIM Shareholders and the ILIM Shareholders are obligated to purchase from the
IP Shareholder such shares (the "Transaction").
The aggregate cash consideration with respect to the Transaction is expected to
be $484 million.
In the Acceptance Notice, the ILIM Shareholders also indicated an interest to
purchase all of the Company's shares (constituting a 2.39% stake) in JSC Ilim
Group for $24 million on terms and conditions to be agreed.
The foregoing summary of the Transaction does not purport to be complete and is
qualified in its entirety by reference to the text of the Offer Letter, a copy
of which will be filed as an exhibit to the Company's annual report on Form 10-K
for the fiscal year ended December 31, 2022.
Item 7.01. Regulation FD Disclosure.
On January 24, 2023, the Company issued a press release announcing the
Transaction described above under Item 1.01. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated by reference into this Item
7.01.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press release of International Paper Company dated January 24, 2023
relating to the Transaction.
104 The cover page from this Current Report on Form 8-K, formatted as
Inline XBRL.
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