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International Paper Goes Ahead with Tender Offer for Temple-Inland Shares

July 11, 2011
MEMPHIS, TN—July 11, 2011—International Paper announced that it is commencing a fully financed tender offer for all outstanding common shares of Temple-Inland Inc. for $30.60 per share in cash. The all-cash offer represents a 46 percent premium on Temple-Inland’s closing price on June 6, 2011, the last trading day prior to public disclosure of International Paper’s proposal to acquire Temple-Inland. The offer will on Aug. 9, 2011, unless extended.

International Paper chairman and CEO John Faraci said, “We believe Temple-Inland’s price expectations are unrealistic and their unwillingness to engage in any meaningful discussions with respect to value has left us with no alternative but to make our offer directly to Temple-Inland shareholders. While we prefer to reach a negotiated, friendly deal, we are committed to remaining disciplined and completing this transaction at a fair price for both companies’ shareholders. We are confident in our ability to secure the necessary regulatory approvals to complete this transaction in a timely manner."

Faraci continued, “We respect Temple-Inland, but we disagree on the realistic standalone value of the company, which we believe is currently $21 to $24 per share. The premium we are offering is substantial, the multiple is well above recent directly comparable transactions, and we are providing Temple-Inland shareholders the certainty of cash in the midst of a very uncertain economic environment.

“At $30.60, we believe our offer fully reflects the future business plans and economic outlook for Temple-Inland and for the sector, including the current environment and outlook for containerboard, the potential cyclical improvement in Temple-Inland’s building products segment and near-term expected increases in Temple-Inland’s earnings. We are confident that Temple-Inland shareholders support a transaction, and it is now incumbent upon the Temple-Inland Board to take the next step.”

International Paper noted that its fully financed, all-cash offer represents compelling value when compared against all reasonable metrics and precedents, including:

• A 46 percent premium to Temple-Inland’s closing price of $21.01 on June 6, 2011, the last trading day prior to public disclosure of the offer.

• A 30 percent premium over the present value of average analyst price targets for a standalone Temple-Inland of $23.57.

• A highly attractive multiple of 9.8x Temple-Inland’s 2011 estimated EBITDA (9.0x excluding timber tax liability) versus forward EBITDA multiples of recent precedent transactions of 6.1x for Smurfit-Stone and 6.3x for Weyerhaeuser’s corrugated packaging business, and well above Temple-Inland’s average forward EBITDA multiple of 6.1x since 2008.

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