MARCH 2012

Paper companies settle with Department of Justice and complete acquisition

International Paper Company and Temple-Inland Inc. have reached an agreement with the Antitrust Division of the U.S. Department of Justice (DOJ) with respect to International Paper’s acquisition of Temple-Inland. As part of the agreement, the DOJ has entered into a consent decree with International Paper and Temple-Inland that allows the combination to proceed.

Under the terms of the consent decree filed in federal court in the District of Columbia, the combined company will undertake the post close divesture of 970,000 tons of containerboard mill capacity within four months, with the possibility of two 30-day extensions.

The company agreed to divest Temple-Inland’s facilities in Ontario, California and New Johnsonville, Tennessee, and International Paper’s facility in Hueneme, California. International Paper reaffirms that it expects to achieve at least $300 million of synergies within twenty-four months of closing.

International Paper Company has completed its acquisition of Temple-Inland Inc. through the merger of its wholly owned subsidiary Metal Acquisition Inc. with and into Temple-Inland. Temple-Inland is now a wholly owned subsidiary of International Paper. Under the terms of the transaction, each issued and outstanding share of Temple-Inland common stock has been converted into the right to receive $32 in cash, without interest thereon, and less any applicable withholding taxes. Including the assumption of approximately $700 million in Temple-Inland net debt, the total transaction value is approximately $4.5 billion.

As a result of the acquisition, Temple-Inland’s common stock will cease trading on the New York Stock Exchange. International Paper chairman and CEO John Faraci said, “The combination of International Paper and Temple-Inland strengthens our North American packaging business and enhances our ability to generate cash flow while maintaining our strong balance sheet.”