April 4 (Reuters) - International Paper Company ( IP ) :

* INTERNATIONAL PAPER SMITH (DS) PLC -SMDN SMITH (DS) PLC -

STATEMENT RE POSSIBLE OFFER

* SIGNIFICANT PROGRESS MADE IN RECIPROCAL DUE DILIGENCE AS

FACILITATED BY DS SMITH

* INTERNATIONAL PAPER CO SEES TOTAL COSTS TO ACHIEVE

SYNERGIES

FROM DS SMITH DEAL ABOUT $370 MILLION

* INTERNATIONAL PAPER INTENDS TO SEEK A SECONDARY LISTING OF

ITS

SHARES ON LONDON STOCK EXCHANGE.

* DOES NOT EXPECT ANY MATERIAL DIS-SYNERGIES TO ARISE AS A

DIRECT

RESULT OF COMBINATION

* COMBINED GROUP CAN DELIVER AT LEAST $514 MILLION PRE-TAX

CASH

SYNERGIES ON AN ANNUAL RUN-RATE BASIS BY END OF FOURTH YEAR

* DS SMITH'S ( DITHF ) N. AMERICAN MANUFACTURING LOCATIONS & IP'S

EUROPEAN

MANUFACTURING LOCATIONS WOULD CONTINUE OPERATIONS

* INTENDED THAT COMBINED GROUP WOULD BE HEADQUARTERED AND

DOMICILED IN MEMPHIS, TENNESSEE, USA

* PROPOSING TO ESTABLISH EUROPEAN HQ IN LONDON AT DS SMITH'S ( DITHF )

EXISTING HQ

* DEAL EXPECTED TO INCREASE INTERNATIONAL PAPER'S MARGINS

THROUGH

SYNERGIES & TO BE IMMEDIATELY EPS ACCRETIVE

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