Filed by Champion International Corporation
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
CHAMPION INTERNATIONAL CORPORATION AND INTERNATIONAL PAPER COMPANY
AGREE TO MERGE; SHAREHOLDERS TO RECEIVE $ 75 PER SHARE IN CASH AND STOCK
STAMFORD, Conn.--(BUSINESS WIRE)--May 12, 2000--Champion
International Corporation (NYSE:CHA) announced today that its board of
directors has accepted an offer from International Paper Company of $75 per
share for all outstanding shares of Champion common stock. The company
signed a merger agreement with International Paper after a meeting of its
board on Friday evening.
The agreement provides for an exchange offer in which Champion
shareholders will receive $75 per share, two-thirds in cash and one-third
in International Paper stock. However, if International Paper common stock
is trading at less than $34 per share at the time of the merger, the share
portion of the price will be converted into International Paper shares at a
rate of 0.7353 International Paper shares for each Champion share.
Richard E. Olson, Champion's chairman and chief executive officer,
said, "This merger agreement with International Paper recognizes the value
of Champion's assets and its excellent workforce. We have met the
objectives of our shareholders and during the coming weeks we will be
working hard to make the integration of Champion into International Paper
one that will be good for our customers and our employees."
The company said that it expects the merger to be completed mid-year.
CONTACT: Champion International Corporation, Stamford
Media: Gael Doar, 203/358-7900
Investor Relations: Tom Hart, 203/358-7291
Web site: http://www.championinternational.com
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INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE
EXCHANGE OFFER REFERENCED ABOVE, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. THE SOLICITATION/RECOMMENDATION STATEMENT
WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY CHAMPION
INTERNATIONAL CORPORATION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE
COPY OF THE SOLICITATION/RECOMMENDATION STATEMENT (WHEN AVAILABLE) AND
OTHER DOCUMENTS FILED BY CHAMPION INTERNATIONAL CORPORATION WITH THE
COMMISSION AT THE COMMISSION'S WEB SITE AT WWW.SEC.GOV. THE
SOLICITATION/RECOMMENDATION STATEMENT (WHEN AVAILABLE) AND SUCH OTHER
DOCUMENTS MAY ALSO BE OBTAINED FOR FREE FROM CHAMPION INTERNATIONAL
CORPORATION BY DIRECTING SUCH REQUEST TO: CHAMPION INTERNATIONAL
CORPORATION, ONE CHAMPION PLAZA, STAMFORD, CONNECTICUT, 06921, ATTENTION:
TOM HART, TELEPHONE: (203)358-7000.
