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
The following text is of International Paper Company's press release issued
May 19, 2000.
International Paper Launches Exchange Offer for Shares of Champion
International
PURCHASE, N.Y., May 19 /PRNewswire/ -- International Paper (NYSE: IP) today
launched an exchange offer for all outstanding shares of common stock,
including the associated rights to purchase preferred stock, of Champion
International Corporation (NYSE: CHA). The offer to exchange all outstanding
shares of Champion common stock for $75 per share expires at midnight, Eastern
Daylight Time, June 16, 2000, unless the period is extended. This exchange
offer is being made in connection with an Agreement and Plan of Merger between
International Paper and Champion dated May 12, 2000.
Champion shareholders will receive $50 in cash and $25 in International Paper
shares. The number of IP shares will be determined by dividing $25 by the
average of the volume weighted averages trading prices of IP common stock on
the NYSE for the 15 trading days randomly selected by IP and Champion from the
30 consecutive trading days ending on the third trading day prior to the
expiration date. If the average trading prices for the 15 days is less than
$34, the exchange ratio will be .7353.
International Paper will acquire the remaining Champion shares in a merger in
which each share of Champion common stock will be converted into the right to
receive $75 in cash and stock, the same consideration being paid for shares
tendered in the offer.
Payment for shares properly tendered and accepted will be made as promptly as
practicable after the expiration date.
International Paper (http://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.
SOURCE International Paper
CONTACT: Media - James Lee, 914-397-1565,
Analyst - Carol Tutundgy, 914-397-1632, or
Rochelle Weitzner, 914-397-1623, all of
International Paper/
