Message from Miles Roberts, Group Chief Executive of
DS Smith Plc to employees of SCA Packaging,
17 January 2012:

Thanks for taking the time to find out more about DS Smith Plc
(“DS Smith”). We thought you might want some further information following today’s announcement (see Press Release) that DS Smith Luxembourg SARL has entered into an agreement with Svenska Cellulosa Aktiebolaget (SCA) to buy SCA Packaging Holding BV
(“SCA Packaging”)*.

The first thing to stress is that this transaction is subject to a number of conditions and there is still a long way to go before it will be completed.

In the meantime, DS Smith and SCA Packaging will continue to trade separately as independent companies and there will be no effect on the way the businesses are managed. It is important that both companies continue to focus on delivering business as usual.

*Please note that this agreement does not cover France.

Who are DS Smith?

For those of you who are not familiar with us, I am pleased to tell you that DS Smith is already a great packaging company, with world-class customers and a proud heritage.

DS Smith has excellent businesses in corrugated and plastic packaging, recycling and paper manufacturing.

Click the following link for further information on the DS Smith Executive Team.

Where does DS Smith operate?

DS Smith has three parts to its business: UK Packaging, Continental European Corrugated Packaging and Plastic Packaging.

In the UK, DS Smith has 28 corrugated factories, three paper mills and 15 recycling depots. The continental corrugated segment has 27 corrugated operations spread across France, Italy, Poland, Czech Republic and Slovakia. Finally, DS Smith has plastic packaging facilities at 21 sites across the world including the USA and New Zealand.

What has made DS Smith successful?

DS Smith’s success has been founded on providing our customers with great service, high quality products and ground-breaking innovation.

DS Smith has particular expertise in producing 100% recyclable, retail ready packaging for consumer goods products. Retail ready packaging has been successful because it enables retailers to fill their shelves quicker; it helps to reduce costs and waste; and it allows for easier product identification and better presentation of our customers’ brands.

DS Smith believes there is a great opportunity to increase the use of retail ready packaging across Europe.

What are DS Smith’s plans for the future?

DS Smith’s vision is to be the leading supplier of recycled packaging for consumer goods across Europe.

To achieve this we are focused on growing our packaging and recycling businesses in both new and existing markets.

DS Smith is also clear that it cannot achieve these objectives without engaging and developing our employees. That is why we have a number of programmes in place to help us raise our standards, while uniting our businesses around shared values and common goals.

What does this transaction mean for me?

Should this transaction complete then today’s announcement will be great news for both DS Smith and SCA Packaging employees. Together we will be bigger and stronger. We can learn from each other and by doing so, improve the service we provide to our customers. Bringing together our two businesses would also create many more opportunities for personal development for our employees.

As I said above, I must emphasise that this transaction is still subject to a number of conditions and is a long way from being complete. While today’s announcement is exciting news, our day-to-day roles will continue as before and it is important that we do not get distracted from delivering on our commitments to our customers.

I will make sure we keep you updated on progress with the transaction.

Miles Roberts
Group Chief Executive
DS Smith Plc

 

 

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into any jurisdiction into which the publication or distribution would be unlawful. These materials do not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which such offer or solicitation would be unlawful.

This announcement has been issued by, and is the sole responsibility of, DS Smith. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any financial advisor of DS Smith  or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefore is expressly disclaimed.

The distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom will need to inform themselves about, and observe any applicable requirements.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for, any securities in DS Smith or any other entity. Any such offer will be made solely by means of a prospectus to be published in due course and any supplement or amendment thereto and any acquisition of securities in DS Smith should be made solely on the basis of the information contained in such prospectus.

Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, this announcement. Any material accessible from hyperlinks in this announcement may be subject to additional restrictions on publication or distribution set forth therein.

Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither DS Smith nor any other person assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

No securities referred to herein have been, and will not be, registered under the U.S. Securities Act of 1933, as amended and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire, nor shall there be any sale of, any securities of DS Smith in any jurisdiction in which such offer, solicitation or sale would be unlawful. No securities of DS Smith referred to herein have been, and will not be, registered with any regulatory authority of any state within the United States. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted. There will be no public offer of any securities of the Company in the United States.