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 Company issued the following press release on May 10, 2000.
International Paper Co. (ticker: IP, exchange: The
New York Stock Exchange) News Release -
Wednesday, May 10, 2000
International Paper's Bid for
Champion Declared 'Superior'
PURCHASE, N.Y., May 10 /PRNewswire/ -- International Paper
(NYSE: IP) announced today that the Board of Directors of
Champion International (NYSE: CHA) has declared IP's revised
bid for Champion as superior to that submitted by
UPM-Kymmene. International Paper submitted a revised bid of
$75 per share in cash and stock on Tuesday evening after
being informed that UPM-Kymmene had substantially revised its
original offer for Champion.
International Paper's offer is valued at approximately $7.3
billion, excluding $2.3 billion in net debt. The total
purchase price would be paid with $50 in cash and $25 in
stock. International Paper expects to promptly commence a
tender offer for the cash portion of its transaction
following the expiration of the three day termination period
required by the merger agreement between Champion and
UPM-Kymmene. The offer is backed by fully committed
financing.
"We've said all along that bringing together International
Paper and Champion makes good sense because of the tremendous
opportunities presented by a combined organization," said
Dillon. "Our superior offer is consistent with what we said
two weeks ago -- we wanted a deal that creates value for
International Paper shareowners and for Champion
shareowners."
"Champion will be an important addition to our core
businesses and will help improve our profitability within the
first year. We look forward to closing this deal as quickly
as possible," added Dillon.
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.
The transaction is subject to regulatory approvals, which are
not expected to delay completion of the transaction.
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
and whether anticipated savings from merger and other
restructuring activities can be achieved.
SOURCE International Paper
CONTACT: Jack Cox, media, 914-397-1952, or
Carol Tutundgy, investors, 914-397-1632, or
Rochelle Weitzner, investors, 914-397-1623, all
of International Paper/
