The Board of DS Smith has announced that it has submitted a binding offer for the proposed acquisition of Otor, a leading corrugated packaging company in France (the "Proposed Acquisition").

The Otor Group consists of Otor S.A., the shares of which are listed on NYSE Alternext Paris, and Otor Finance, a holding company for The Carlyle Group (“Carlyle”) which owns and controls 94.75 per cent. of Otor S.A. The remaining 5.25 per cent. of the shares of Otor S.A. are in free float on NYSE Alternext Paris.

Under the terms of the binding offer, DS Smith intends to acquire control of more than 95 per cent. of the share capital of Otor from entities controlled by Carlyle, from Credit Lyonnais ("LCL") and from the chairman of Otor S.A. before making a mandatory offer for the remaining shares of Otor S.A. (the “Minority Offer”) in accordance with French stock exchange regulations. The total consideration for the Proposed Acquisition, including the Minority Offer, of €247 million (approximately £206 million), will be in cash and the assumption of existing debt, equivalent to an all cash offer of €8.97 per Otor S.A. share. Under French regulations a minority squeeze out can be achieved with a shareholding representing 95 per cent. of the shares and voting rights. More details on the proposed acquisition structure can be found later in this announcement.

The parties' intention is to inform Otor's group works council and to execute the relevant documentation as soon as possible.

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