Temple-Inland Says ‘No’ to IP Offer

On June 6, International Paper, the world’s largest producer of pulp and paper, made public a $4.1 billion hostile takeover bid for Temple-Inland Inc. in order to increase its share in the North American containerboard market. Not long after the initial official offer was made, Temple-Inland officially rejected the bid saying that it “grossly undervalues the company.” With paper and packaging prices rebounding after the recent financial crisis, International Paper’s share in the market would increase from 27% to 37% if they were able to acquire the company, according to Fox Business. The acquisition would also cut costs in International Paper’s corrugated packaging business.

International Paper first communicated its proposal verbally to the chairman of Temple-Inland on May 17. Subsequently, there has been a phone call, a face-to-face meeting between the two sides, and two letters of correspondence from the respective chairmans. International Paper was informed in a letter from Temple-Inland’s chairman dated June 4 that the board of Temple-Inland had unanimously rejected International Paper’s offer. In response, International Paper sent a letter to Temple-Inland on June 6 expressing its continued interest in pursuing an acquisition.

Temple-Inland is viewing the bid as an opportunistic attempt to take advantage of its stockholders at a time when the building products market is weak. The company’s lumber and building materials business is not part of International Paper’s core business, and, upon a takeover, the unit’s future would be uncertain, according to Bloomberg. In the event that the takeover takes place, it would mark International Paper’s largest acquisition since its $6 billion purchase of the packaging and recycling business of Weyerhaeuser in 2008.

Following the bid rejection by Temple-Inland, International Paper asserted that it is prepared to consider all alternatives to complete the transaction, including taking an offer directly to the shareholders. The company has now launched a public campaign to build support for its offer. Questions are also beginning to arise as to whether or not International Paper will decide to increase its bid.

International Paper stands to acquire seven containerboard mills and more than 60 box plants, along with several building products facilities, from Temple-Inland in the event of a takeover. International Paper CEO John Faraci commented, “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.”

Temple-Inland Chairman and CEO Doyle Simons responded to Faraci’s statement:

“Since we launched the ‘new’ Temple-Inland in January 2008, we have delivered superior results to our stockholders compared with our corrugated packaging peers, building products peers, and the S&P 500. Since that time, our total return to stockholders of 22 percent greatly exceeds the 5 percent total return that IP has achieved. Through our proven ability to execute our strategy focused on maximizing return on investment and profitably growing our business, the board believes the company will continue to provide superior results for our stockholders. As the economic recovery continues and the benefits from our strategy continue to be realized, it is the stockholders of Temple-Inland who should gain from those anticipated benefits, not the stockholders of IP.”

IP’s Faraci also stated, “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.”