Ian Melin-Jones

Ian Melin-Jones

International Paper (NYSE: IP) today announced that it has proposed to acquire all of the outstanding shares of Temple-Inland (NYSE: TIN) for $30.60 per share in cash. Under the terms of the proposal, the offer represents a 44% premium to Temple-Inland's price as of noon EDT, June 6th, 2011($21.21). International Paper's offer, which is backed by committed financing from UBS Investment Bank, is contingent on appropriate documentation and regulatory approval, which International Paper believes can be obtained.

 

International Paper first communicated its proposal verbally to the chairman of Temple-Inland on May 17th, 2011. Subsequently, there has been a call, a face-to-face meeting between the two sides and two letters of correspondence from the chairman of International Paper to the chairman of Temple-Inland. International Paper was informed in a letter from Temple-Inland's chairman dated June 4, 2011 that the Board of Temple-Inland has unanimously rejected International Paper's proposal. In response, International Paper today sent a letter to Temple-Inland expressing its continued interest in pursuing an acquisition (the full text of that letter is below).

 

International Paper chairman and CEO John Faraci said, "We are very disappointed with the response of Temple-Inland's Board of Directors. We believe that our proposal offers clearly superior and compelling value to Temple-Inland's shareholders. Our proposal reflects the future business plans and economic outlook for Temple-Inland and for the sector, and incorporates a significant portion of the cost savings resulting from the merger of International Paper and Temple-Inland, while at the same time creating value for International Paper shareholders."

 

The offer reflects the potential cyclical improvement in Temple-Inland's building products segment and International Paper's willingness to share a portion of the significant synergies available from the transaction with Temple-Inland shareholders. International Paper is prepared to consider all alternatives to successfully complete this transaction.

 

Investor Webcast

The company will hold a webcast at 5:00 p.m. EDT/4:00 p.m. CDT today. All interested parties are invited to listen to the call live via the company's Internet site at http://www.internationalpaper.com/ by clicking on the Investors tab and going to the Presentations page. A replay of the webcast will also be available beginning approximately two hours after the call. Parties who wish to participate in the webcast via teleconference may dial +1 (706) 679-8242 or, within the U.S. only, (877) 316-2541 and ask to be connected to the International Paper Investor Call. The conference ID number is 73833494. Participants should call in no later than 4:45 p.m. EDT/3:45 p.m. CDT. An audio-only replay will be available for four weeks following the call. To access the replay, dial +1 (706) 645-9291 or, within the U.S. only, (800) 642-1687, and when prompted for the conference ID, enter 73833494.

 

International Paper (NYSE: IP) is a global paper and packaging company with manufacturing operations in North America, Europe, Latin America, Russia, Asia and North Africa. Its businesses include uncoated papers and industrial and consumer packaging, complemented by xpedx, the Company's North American distribution company. Headquartered in Memphis, Tennessee the company employs about 59,500 people in more than 24 countries and serves customers worldwide. 2010 net sales were more than $25 billion. For more information about International Paper, its products and stewardship efforts, visit internationalpaper.com.

 

ADDITIONAL INFORMATION

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. No tender offer for the shares of Temple-Inland Inc. ("Temple-Inland") has commenced at this time. In connection with the proposed transaction, International Paper Company (the "Company") may file tender offer documents with the U.S. Securities and Exchange Commission ("SEC"). Any definitive tender offer documents will be mailed to stockholders of Temple-Inland. INVESTORS AND SECURITY HOLDERS OF TEMPLE-INLAND ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by the Company through the web site maintained by the SEC at http://www.sec.gov. In connection with the proposed transaction, the Company may file a proxy statement with the SEC. Any definitive proxy statement will be mailed to stockholders of Temple-Inland. INVESTORS AND SECURITY HOLDERS OF TEMPLE-INLAND ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by the Company through the web site maintained by the SEC at http://www.sec.gov/.

 

CERTAIN INFORMATION REGARDING PARTICIPANTS

The Company and certain of its respective directors and executive officers may be deemed to be participants in the proposed transaction under the rules of the SEC. Security holders may obtain information regarding the names, affiliations and interests of the Company's directors and executive officers in the Company's Annual Report on Form 10--K for the year ended December 31, 2010 which was filed with the SEC on February 25, 2011, and its proxy statement for the 2011 Annual Meeting, which was filed with the SEC on April 8, 2011. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in any proxy statement and other relevant materials to be filed with the SEC when they become available.

 

FORWARD-LOOKING STATEMENTS

All statements included or incorporated by reference in this communication other than statements or characterizations of historical fact, are forward-looking statements. These statements reflect management's current views and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Factors which could cause actual results to differ relate to: (i) the failure to realize synergies and cost-savings from the transaction or delay in realization thereof; (ii) increases in interest rates; (iii) industry conditions, including but not limited to changes in the cost or availability of raw materials, energy and transportation costs, competition we face, cyclicality and changes in consumer preferences, demand and pricing for our products; (iv) global economic conditions and political changes, including but not limited to the impairment of financial institutions, changes in currency exchange rates, credit ratings issued by recognized credit rating organizations, the amount of our future pension funding obligation, changes in tax laws and pension and health care costs; (v) unanticipated expenditures related to the cost of compliance with existing and new environmental and other governmental regulations and to actual or potential litigation; and (vi) whether we experience a material disruption at one of our manufacturing facilities and risks inherent in conducting business through a joint venture. We undertake no obligation to publicly update any statements or information relating to this release or the offer described above, whether as a result of new information, future events or otherwise. These and other factors that could cause or contribute to actual results differing materially from such forward looking statements are discussed in greater detail in the company's SEC filings.

 

The letter sent to Temple Inland from International Paper is attached

 

Dear Doyle:

International Paper is very disappointed by your Board's rejection of our proposal to acquire Temple-Inland for $30.60 per share in cash, which represents a 44% premium to your market price at noon EDT today ($21.21). We continue to believe that our proposal represents a highly attractive offer for Temple-Inland and fairly rewards your shareholders for potential future operational and cyclical improvement as well as the potential synergies in a combination of our two businesses. Given the complete lack of interest expressed by your Board's unanimous rejection of our proposal, we are compelled to take our offer directly to your shareholders.

 

Following our initial proposal communicated by telephone on May 17th and our face-to-face discussion on May 26th, we did not receive a substantive response until June 4th - almost three weeks after our initial contact. We believe your refusal to engage in discussions with us reflects an unrealistic view of the outlook for your portfolio of businesses, especially given the slow growth of the packaging industry and the low likelihood of a meaningful rebound in building products for at least the next several years.

 

The Temple-Inland recovery program referenced in your letter, including your focus on ROI, Box Plant Transformation I & II, the current industry dynamics and the cost structure of your building products operation, are already, in our judgment, fully reflected in your share price. Our ability to provide a cash offer at more than a 40% premium to market reflects not only the quality and fundamentals of your existing business, but also a very substantial portion of the significant cost savings that would result from the combination of the businesses and that are not otherwise available to you - and it gives all of that value to your shareholders immediately in cash, while ensuring a fair return for our own stockholders. After all, based on the information available in the public domain, the highest analyst forecast for your share price in the next 12-18 months is $29 per share.

 

Our offer is also at a price well above other relevant data points. Based on analyst consensus estimates, the offer multiple of 9.2x 2011E EBITDA (including $385 million timber monetization liability as well as $828 million of net debt including minority interest, both of which we believe are correct) is materially above that paid by us to Weyerhaeuser for their corrugated packaging business and that paid by Rock-Tenn to Smurfit-Stone. As the two most recent transactions in this sector, we disagree with your characterization that these two transactions are not comparable to our proposal. In fact, our valuation fully accounts for the fundamental differences between your company and these two other companies as reflected by the very significant premium in our proposal.

 

It is important to underscore that since January 2008 your return to shareholders, including reinvested dividends, has been only 6% per year. In that context, our proposal allows your shareholders to realize today, in cash, all of the potential future benefits that you may, or may not, deliver through cyclical and operational improvement.

 

This is the right time for you and the Temple-Inland Board to reconsider our proposed transaction. The economic recovery is slow. This in turn implies a slow recovery in packaging markets and box demand. In addition, the continued difficult housing market conditions mean that it is highly unlikely that your building products segment will be able to deliver significant earnings improvement, at least for the next few years. It would be in the best interests of Temple-Inland and your customers, employees, shareholders and other constituents for you to accept our proposal in a mutually beneficial negotiated transaction.

 

Your characterization of the regulatory issues in your letter is incorrect. We have studied these issues very thoroughly with the assistance of outside, independent experts. We believe we can obtain all required approvals, and we would be able to demonstrate this to you if you simply agreed to engage with us. We have also suggested repeatedly that a simple confirmatory due diligence process would lead to achieving the best price for your shareholders. We could complete our confirmatory due diligence and finalize the terms of a transaction in a few days.

 

In order to move forward quickly, we have retained Evercore Partners and UBS Investment Bank as our financial advisors and Debevoise & Plimpton as our legal advisor, which, alongside our senior management, have already completed extensive analysis and due diligence based on publicly available information. We have also obtained a debt financing commitment from UBS Investment Bank in an amount sufficient to consummate this transaction.

 

International Paper is committed to a transaction with Temple-Inland. Given the substantial value represented by our offer and the unique benefits of a transaction with us, we are confident that Temple-Inland's shareholders will support our proposal. We have taken the step of making this letter public to explain directly to your shareholders our proposal, our actions and our commitment. Your refusal to engage with us will only further delay the ability of your shareholders to receive the substantial value represented by our all-cash offer.

 

We are ready to meet with you and your team immediately to discuss next steps toward achieving a friendly, negotiated transaction.

Yours sincerely,

John V. Faraci

SOURCE International Paper

NewPage Corporation (NewPage) has announced its results of operations for the first quarter of 2011.  Net sales were $904 million in the first quarter of 2011 compared to $817 million in the first quarter of 2010, an increase of $87 million, or 11 percent.  The increase was primarily the result of higher sales volume of core paper and higher average core paper prices in the first quarter of 2011 compared to the first quarter of 2010.  Gross margin (loss) for the first quarter of 2011 was 5.1 percent compared to (3.9) percent in the first quarter of 2010, primarily as a result of higher average core paper sales prices in the first quarter of 2011.  During the first quarter of 2011, North American coated paper demand was flat compared to the first quarter of 2010.

 

Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization as further adjusted as shown in the attached reconciliation) was $85 million in the first quarter of 2011 compared to $15 million in the first quarter of 2010. The improvement was primarily the result of higher average paper prices and higher sales volume of core paper.  Net income (loss) was $(88) million in the first quarter of 2011 compared to $(175) million in the first quarter of 2010.

 

"Overall our mill operations ran very well during the first quarter of 2011, and volume was in line with our seasonal expectations.  We also saw continued price improvement in our core paper products during the quarter," said George F. Martin, president and chief executive officer for NewPage.  "Our business also experienced significant increases in our input costs during the first quarter of 2011 due to higher prices for wood, purchased pulp, certain petroleum-based chemicals and transportation, and we expect this trend to continue throughout 2011."

 

During the first quarter of 2011, NewPage permanently closed the Whiting, Wisconsin mill. NewPage did not take any market-related downtime in the first quarter of 2011 compared to 39,000 tons in the first quarter of 2010.

 

First Quarter



2011

2010


Core paper sales volume – 000s tons

829

792


Price per ton of core paper

$912

$858


Total volume – 000s tons

1,036

1,030


Market-related downtime - 000s tons

0

39


Gross margin %

5.1%

(3.9)%


SG&A expense - % of net sales

4.5%

6.1%





NewPage ended the first quarter with $170 million of liquidity, consisting of $9 million of cash and cash equivalents and $161 million available for borrowing under the revolving credit facility.  "We continue to evaluate the sale of nonstrategic assets, such as the recently announced sale of our cogeneration energy assets in Rumford, Maine, which is expected to close in the second or third quarter of 2011," said Martin.

Friday, 03 June 2011 21:21

Simpele board mill rebuild completed

M-real completes improvements at Simpele Mill increasing capacity by 80,000 tpa

 

An additional 80,000 tonnes per annum of folding boxboard, primarily aimed at meeting increased demand from the food industry, is coming on stream following completion of a rebuild at M-real’s Simpele mill in Finland. The rebuild was finished according to schedule on June 1st 2011.

 

In addition to Simpele, M-real is increasing capacity at its Äänekoski and Kyro mills, planned for completion in late 2011 and spring 2012 respectively. As a result of the rebuilds, M-real will increase its total folding boxboard capacity to around 935,000 tonnes and further strengthen its position in the market. M-real is also investing at its Kemiart Liners mill and in the construction of a bio power plant at Kyro. In total, investment in the Consumer Packaging business area will exceed EUR 100 million during 2010-2012, Simpele being the first phase of the investment programme.

 

– Demand for our primary fibre boards has been excellent, due not only to their high performance and sustainability, but also due to rising concern over product safety, says Mika Joukio, Senior Vice President, Head of Consumer Packaging for M-real. – We can now fulfill more orders for Simcote, a pure and lightweight grade ideal for food packaging, as well as other end uses such as pharmaceuticals where safety is paramount.

 

M-real Simpele is already considered the most efficient cartonboard mill in Europe and Simcote the most efficient board grade as defined by its consistency and yield. The EUR 26 million invested at Simpele will increase production capacity by 80,000 to 300,000 tpa and sheeting capacity by 40,000 to 230,000 tpa.

Ahlstrom, a global high performance materials company, will invest into additional capacity in filtration material for gas turbine and high efficiency air applications at its site in Tampere, Finland. The investment will be completed by the end of September 2011.

 

"This capacity increase in Tampere is an important step for Ahlstrom's Filtration Business Area and we are committed to grow with our global customers in power generation and high efficiency air markets. We understand the importance of efficient and flawless gas turbine plant operation and we have focused on building the right product portfolio of filter media to meet these needs", states Fulvio Capussotti, Vice President, Advanced Filtration.

 

Ahlstrom is the leading manufacturer of filtration materials globally with 11 production sites across four continents. In 2010, the company acquired a transportation filtration plant in Binzhou, China and announced a EUR 17.5 million investment to expand capacity in Turin, Italy. The company recently announced additional investment to its plant in Louveira, Brazil.

Avilon Ltd, part of Neo Industrial's Viscose Fiber business, has made a revolutionary innovation of converting paper grade pulp into dissolving pulp. The technology was developed on Avilon's R&D and Technology laboratory, and it has already been taken into production use on the company's Valkeakoski-based factory. The method is not used anywhere else in the world.


The technology enables high-quality products and excellent service availability, while solving the company's main raw material, dissolving pulp management in a competitive way, in both short and long term.


- I am very proud of the innovativeness of Avilon's team. Avilon is not merely a high-class viscose fiber producer, but also a globally significant bio economy player and a technological forerunner of its industry, comments Managing Director of Neo Industrial, Markku E. Rentto.


Avilon has now secured its short and long term pulp management with its own technology. Until now, Avilon's production has been dependent on market dissolving pulp, availability of which has been very limited and price exceptionally high. Avilon has recently entered long-term contracts regarding paper grade pulp deliveries with selected suppliers.


The patenting of this technology is underway. In the future, Avilon intends to also commercialise the method by licensing it.

Metso will supply complete woodyard equipment and defibrator systems with chipwashers for the two new MDF (Medium Density Fiberboard) projects of Duratex S.A. in Brazil. The equipment for the first project placed in Itapetininga, São Paulo, will be delivered in December 2011 and for the second project at a later date. The order value is less than EUR 25 million.


The woodyard in both cases comprises log receiving, drum debarker and chipper, chip screens and reclaimers for chips and bark storage. The refining system for each project comprises Metso’s advanced large capacity defibrator as well as chipwasher.


The two new MDF plants will have an effective capacity of 1.2 million m³ per year when completed.


Duratex is the leader in the panels business in Southern Hemisphere, and the new investments will lift its annual MDF nominal capacity to 3.2 million cubic meters, which should generate expected additional annual net revenue of about EUR 430 million (Brazilian Real 1.0 billion). The market for woodpanels in Brazil increased by 21% in 2010 and that for MDF even more, by 26%.

 

source: Metso

Kemira is announcing price increases for its paper chemical products in all major markets. The increase, ranging from 5-20% depending on product, will be effective for all deliveries on or after June 1, 2011 or as specific contract terms allow.


While Kemira continues to take actions to minimize the impact of escalating raw material costs, it is necessary to adjust pricing in order to compensate for the energy impact, other raw material costs and increased freight costs.

Wood costs for the global pulp industry have increased 17 percent the past two years; only the US South has bucked the trend, reports the Wood Resource Quarterly


Global market pulp production increased by seven percent in 2010, which increased demand for wood raw-material. As a result, prices for wood chips and pulplogs were up in most regions of the world, according to the Wood Resource Quarterly. The Softwood Wood Fiber Price Index (SFPI) has increased 16.5 percent the past two years, while the Hardwood Wood Fiber Price Index (HFPI) went up 17.7 percent.


Seattle, USA. Global pulp production in the second half of 2010 was higher than many had anticipated, and pulp markets were better than they had been the first six months of the year. The total production of chemical market pulp last year reached an estimated 45 million tons, which was about seven percent more than was produced in 2009. North America and Western Europe increased production by 10 percent and 12 percent, respectively, while Latin America/NZ reduced production slightly. Other regions including Asia, Africa and Russia also raised production in 2010.

 

High demand for wood raw-material by the pulp industry pushed the costs for wood fiber upward in the second half 2010, as reported in the Wood Resource Quarterly. Softwood chips and softwood pulplog prices were higher in most key markets around the world in the 4Q/10. As a consequence, the Softwood Wood Fiber Price Index (SFPI) increased for the third consecutive quarter. The Index reached US$103.60/odmt, which was the highest level since the beginning of the financial crisis, and the SFPI is now 16 percent above the 1Q/09 price. The biggest price increases in the 4Q/10 occurred in the US Northwest, Sweden, Spain and Brazil.

 

The Hardwood Wood Fiber Price Index (HFPI) has gone up faster than the SFPI since early 2009. The 4Q/10 Index was US$108.28, which was up 3.4 percent from the previous quarter and almost 18 percent higher than 1Q/09. The HFPI has only been higher twice since its inception over 20 years ago. Pulp mills in Germany, Spain, France and Brazil all had to pay more for hardwood logs in their local currencies. In addition, the US dollar weakened against most currencies and therefore contributed to a higher Price Index.

 

One of the few regions that experienced reductions in wood fiber costs in 2010 was the US South, with 4Q prices being about 10 percent lower than in the 1Q. Wood prices in the South were the lowest in all of North America in the 4Q/10, and pulp mills in this region have benefited from some of the lowest wood fiber costs in the world.

Metso will supply new Metso IQ quality control systems to two supercalenders on paper production line 6 at Stora Enso’s fine paper mill in Oulu. Both systems have optical caliper sensors with associated paper profile controls.

 

stora1


Metso is globally a strong QCS supplier and a market leader of optical online caliper sensors for paper industry.


Stora Enso is an integrated paper, packaging and forest products company producing newsprint, magazine paper, fine paper, consumer board, industrial packaging and wood products. The Oulu Mill, in Finland, is one of the world’s largest and most modern facilities manufacturing art quality coated woodfree papers.

Nalco, providing essential expertise for water, energy and air, has helped Suzano Pulp and Paper's industrial units in the cities of Suzano, Sao Paulo and Mucuri, Bahia in Brazil, significantly reduce water and chemical use in their papermaking process.

 

Suzano, the second largest global producer of eucalyptus pulp and regional leader in the paper market, developed a new set of KPIs (key performance indicators) for its papermaking operations and asked Nalco to find ways to improve its performance, reduce costs and optimize the use of natural resources.

 

The Nalco team identified the combination of a new retention, drainage and formation program with patented PARETO Mixing Technology to enhance the wet-end of the papermaking process, where high amounts of water and fiber are formed into the paper sheet before it is dried. By using the PARETO Optimizer solution, improved mixing was achieved, leading to the desired decrease in water and chemical usage.

 

"As a sustainability-oriented company, Suzano is always looking to increase its business competitiveness while at the same time implementing effective solutions that strengthen innovation," said Ernesto Pousada, Executive Director of Operations at Suzano Pulp and Paper.

 

With the implementation of these new technologies, total fresh water demand in both mills decreased more than 79 million gallons per year, leading to a significant improvement in the sustainability performance.

 

This success led Suzano Pulp and Paper to recognize its successful partnership with Nalco and present the company with the Suzano Providers Award, in the Innovation Category, in 2009.

 

source:Nalco