Smurfit-Stone Acquires High Impact Graphics Company for US $1.4B

Smurfit-Stone Container Corporation (Smurfit-Stone), an industry leader in the manufacturing of paper and paper-based packaging, and St. Laurent Paperboard, Inc. (St. Laurent), a leading North American producer, supplier and converter of specialty containerboard and high impact graphics packaging, jointly announced on February 23, 2000 that Smurfit-Stone has agreed to acquire St. Laurent for approximately US$1.4 billion, consisting of approximately US$625 million in cash, Smurfit-Stone common stock, and the assumption of St. Laurent’s debt.

Under the terms of the agreement, holders of St. Laurent stock will receive US$12.50 in cash plus one-half share of Smurfit-Stone common stock for each share of St. Laurent. To finance the transaction, Smurfit-Stone will raise US$625 million in new debt and issue approximately 25 million new shares of common stock, increasing the number of fully diluted shares outstanding to approximately 250 million. Smurfit-Stone will also refinance approximately US$386 million of St. Laurent’s debt.

Smurfit-Stone’s Canadian counsel on the transaction is Stikeman Elliott, while Goodman Phillips & Vineberg represent St. Laurent. The Stikeman Elliott team includes Pierre Raymond, Christine Desaulniers, Ronald Durand, Stephen Hamilton and Philippe DeMontigny. At Goodman Phillips & Vineberg, Sylvain Cossette, Hillel W. Rosen, Neil Kravitz, Marie-Christine Lemerise, Nathan Boidman and Robert Raizenne of the Montreal office and Stephen Halperin of the Toronto office are handling the matter. Chicago-based Winston & Strawn is acting as US counsel to Smurfit-Stone, and New York’s Weil, Gotshal & Manges LLP is St. Laurent’s US counsel on the deal.