Filed by International Paper Company
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Champion International Corporation
Commission File No.: 001-03053
International Paper Co. (ticker: IP, exchange: The
New York Stock Exchange) News Release -
Tuesday, April 25, 2000
International Paper Makes Offer for Champion: Announces $3 Billion Asset Sale
PURCHASE, N.Y., April 25 /PRNewswire/ -- International Paper (NYSE: IP) today
announced that it has offered to purchase all outstanding shares of Champion
International (NYSE: CHA) in a cash and stock transaction worth an estimated
$6.2 billion. In a letter to Champion Chairman and CEO Richard Olson, IP
Chairman and CEO John Dillon said the company's offer is clearly superior to
the previously announced all stock deal between Champion and UPM-Kymmene.
International Paper is offering $64 per share for Champion shares, which Monday
closed at just under $40. The total purchase price would be paid with $43 in
cash, and $21 in IP stock. The implied value of UPM-Kymmene's all stock offer
would be $52.74 per Champion share, based on Monday's closing price on the NYSE
for UPM-Kymmene's ADRs. In addition, IP would assume approximately $2.3 billion
of Champion's net debt.
Based on Monday's closing prices, the International Paper offer represents more
than a 20% premium over the implied value of the UPM-Kymmene proposal and
nearly 25% over Champion's closing share price.
International Paper's offer is not subject to any financing conditions or to
pooling-of-interests accounting treatment and does not require an IP
shareholder vote. The offer is backed by fully committed financing. IP further
announced that it is prepared to enter into discussions with Champion
management as soon as the Champion board has authorized those discussions, and
that it is convinced that the transaction could be concluded quickly. The
transaction is subject to regulatory approvals, which are not expected to delay
completion of the transaction. IP expects to make a Hart-Scott-Rodino filing in
connection with the proposed transaction within the next few days.
"Our cash and stock offer is far more attractive to Champion shareholders,"
said John Dillon. "It not only represents a significant premium over the
UPM-Kymmene offer, but also provides Champion shareholders certainty of value
and much more liquidity."
"A merger with Champion affords us the opportunity to significantly improve
profitability by strengthening our core businesses," noted Dillon. "Champion
will be an important addition to our Printing and Communications Papers
business, particularly in the coated papers and uncoated freesheet segments,
and will enhance our timber and building materials businesses. There is no
question in my mind that we will be a stronger company."
"We have long said that our strategy is to serve the global marketplace from
platforms around the world, something we've done successfully and profitably,"
added Dillon. "Champion also fits well with this strategy, since it will
greatly expand our Latin American base, and make us a party to distribution
agreements with Asian and European producers."
The merger is expected to result in $425 million in annual cost savings as a
result of integrating manufacturing operations, reductions in duplicate
overhead costs and improved purchasing efficiencies, principally in North
America. In addition, the combined company will be able to reduce capital
expenditures below the amount spent as separate entities. The merger will be
additive to International Paper's earnings in the first full year after
completion of the deal and over the life of the cycle.
International Paper also announced plans to sell more than $3 billion in assets
by the end of 2001 as part of the company's increased focus on its core
businesses.
"The assets that will be sold are not strategic to International Paper's core
businesses of printing and communications papers, consumer and industrial
packaging, distribution, timberlands and building materials. The acquisition of
Champion and the divestiture program that we are announcing will significantly
increase the focus of IP by redeploying capital into our core businesses,"
Dillon commented.
"The bottom line is that this transaction creates significant value for
International Paper shareowners, and is a better deal for Champion shareholders
than the UPM-Kymmene proposal," Dillon concluded.
International Paper (www.internationalpaper.com) is the world's largest paper
and forest products company. Businesses include printing papers, packaging,
building materials, chemical products and distribution. As the largest private
landowner in the U.S., the company manages its forest under the principles of
the Sustainable Forestry Initiative (SFI(SM)) program, a system that ensures
the perpetual growing and harvesting of trees while protecting wildlife,
plants, soil, air and water quality. Headquartered in the United States at
Purchase, N.Y., International Paper has operations in nearly 50 countries,
employs nearly 100,000 people and exports its products to more than 130
nations.
Statements in this press release that are not historical are forward-looking
statements, which are subject to risks and uncertainties that could cause
actual results to differ materially. The expected increases in profitability
and reduction in costs are subject to risks and uncertainties, including
general economic conditions, fluctuation in supply and demand, operating rates
and competitive pricing pressures. SOURCE International Paper
Below is the text of the letter to Champion Chairman and CEO Richard Olson:
April 24, 2000
Mr. Richard E. Olson
Chairman & CEO
Champion International Corporation
One Champion Plaza
Stamford, CT. 06921
Dear Dick:
Our board of directors has authorized me to convey to you and to the board of
directors of Champion International Corporation our offer to acquire all of
Champion shares for a combination of cash and International Paper common stock
at a value of $64 per share, of which $43 is cash and $21 is International
Paper common stock. Based on today's closing price of $39 15/16 for
International Paper common stock, the exchange ratio represented by the stock
portion of our offer is 0.526. In order to protect the value of our offer for
Champion shareholders, we would maintain the value of the stock component down
to a price of $36 per International Paper share.
Our two companies, while competitors, are headquartered only a few miles from
each other, and many of us have enjoyed close friendships with Champion
employees at all levels over many years. We are confident that our corporate
"cultures" are similar, and that an assimilation of the two companies would be
relatively easy. We believe that our recent experience with Union Camp and
Federal Paperboard, both companies which you knew well, demonstrates our
ability to combine the best of both companies into an even better company. In
addition, a merger between International Paper and Champion would permit the
combined company to realize many efficiencies and create an even stronger
competitor in an industry which must now compete on a global basis.
We are of course aware that Champion is currently a party to a merger agreement
with UPM-Kymmene Corporation. Based on today's closing price of UPM-Kymmene
ADRs, under that agreement Champion shareholders would receive UPM-Kymmene
shares with a value of $52.735. We believe it is clear that our proposal
represents a superior offer in a number of important respects. It represents a
21.4% premium over the implied value of the UPM- Kymmene offer today; it is
largely in cash; and, because of our inclusion in the Dow Jones Industrial
Average as well as our average daily trading volume on the New York Stock
Exchange, the International Paper stock we are offering is far more liquid than
ADRs or shares traded on the Helsinki Exchange.
In addition, our proposal is not subject to a due diligence review of your
business, to pooling-of-interests accounting treatment, or to a vote of the
International Paper shareholders. We are confident that there are no
impediments to our offer from an antitrust or other standpoint. Nonetheless,
International Paper will give Champion International the same undertaking as
did UPM Kymmene to take whatever steps are required to obtain regulatory
approval. Furthermore, our lawyers have a draft agreement containing
substantially similar conditions, representations and warranties as in the
UPM-Kymmene agreement. We have fully committed financing for our offer. We will
be making our Hart-Scott-Rodino filing within a day or two. In short, we are
convinced we can consummate the transaction quickly.
Dick, I think you already know that our board of directors and I have a great
deal of respect for you and for the Champion board. We would have much
preferred to discuss this matter with you directly, but recognized that you
were bound by the strict terms of your merger agreement. However, given
developments in the market subsequent to the UPM-Kymmene proposal, what is
contained in this letter is clearly a superior proposal from a financial point
of view, and we are certain that the Champion board of directors, as well as
the Champion shareholders, will recognize that fact.
I want to assure you that we view a merger with Champion as an important
strategic objective for International Paper and that we are committed to
bringing the combination to a successful conclusion. We understand that, after
UPM-Kymmene has been informed of our proposal, which we intend to make public,
the Champion board can authorize management to enter into discussions with us,
and we would respectfully request that the Champion board make that
determination as soon as possible. I look forward to meeting with you at the
earliest opportunity.
Sincerely,
John