EX-99.(C)(1) 13 a2083653zex-99_c1.htm EXHIBIT 99(C)(1)
QuickLinks -- Click here to rapidly navigate through this document


Exhibit (c)(1)

        JAAKKO PÖYRY CONSULTING

Review of
European Containerboard Industry

Prepared for

Madison Dearborn Partners

MDP LOGO

May 30, 2002

JAAKKO POYRY LOGO


All rights reserved. No part of this report may be reproduced in any form or by
any means without permission in writing from Jaakko Pöyry Consulting.


Outline

ARROW  
Executive Summary

Introduction and Objectives

Review of European and Latin American Markets

Assessment of European Containerboard Industry

Analysis of Demand and Supply Balances

Assessment of Cost Competitiveness

Price Forecasts

Appendix

2


Introduction

This report is addressed to:

    Madison Dearborn Partners

    Deutsche Bank AG London for itself and as facility agent and security agent

    Deutsche Bank AG London as agent, underwriter and arranger

    Merrill Lynch International, as arranger

    Merrill Lynch Capital Corporation, as underwriter

Madison Dearborn Partners (MDP) is interested in better understanding the European containerboard industry in order to help assess the potential for investment opportunities similar to its acquisition of PCA. Consequently MDP retained JP Management Consulting (North America) Inc. (JPMC) to prepare an analysis of the following aspects for the European Containerboard industry:

    Markets

    Industry Structure

    S/D Balance (Trade Flow)

    Competitive Environment

    Price Forecast

3


Containerboard Industry—Regional Comparison

        While there are several similarities in the containerboard business in Europe and North America, there are even more differences.

Europe vs. North America
Similarities
  Differences
  Containerboard producing facilities leverage     Better growth potential in Europe
    available local resources        
          Untapped regions: nearby emerging countries
  Consolidating producers        
          More business models (strategies)
  Consolidating buyers        
          Lower basis weight
    —Multinational        
          Weak euro is helping
    —Global        
          Negative Trade Balance (Importer)
  Top players are integrated        
          Recycled fiber-based grades dominate

 

 

 

 


 

More fragmented

 

 

 

 


 

Much weaker assets (especially the 90% that is recycled)

 

 

 

 


 

Less integration overall

 

 

 

 


 

Less national (Pan-European)

 

 

 

 


 

Less umbrella (price/operating rate) to operate under

 

 

 

 


 

More opportunity for consolidation

ARROW

The current acquisition opportunity in Europe is more likely to be in the role of a
consolidator and less to operate under the umbrella of large, integrated industry leaders.
As this strategy is implemented, the business will become more like the U.S.

4


The information on this page has been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the Securities and Exchange Commission on the date upon which the Schedule TO was filed

5


Outline



ARROW
 
Executive Summary

Introduction and Objectives

Review of European and Latin American Markets

Assessment of European Containerboard Industry

Analysis of Demand and Supply Balances

Assessment of Cost Competitiveness

Price Forecasts

Appendix

6


Introduction

Madison Dearborn Partners (MDP), as one of the largest private equity investment firms in the US managing four funds totaling over USD 10 billion, invests in four segments—Communications, Basic Industries, Health Care and Financial Services. MDP s past and present Basic Industries portfolio includes several pulp and paper businesses including Bay State Paper, Buckeye Cellulose Corp., Packaging Corp. of America, and RiverwoodInternational Corporation.

JP Management Consulting (North America) Inc. (JPMC) was retained to assist MDP in understanding the potential European opportunity by providing strategic insights into the markets, industries and operating environment.

7


Objectives and Deliverables

Objective

The primary objective is to determine if the industry structure and market environment is favorable for investment in the containerboard segment in Western Europez

Sub-objectives

  Main deliverables

  Benefits to MDP

  Review European, and Latin American markets     Current markets for liner and corrugating medium and corrugated containers     Understanding of market structure and key dynamics
          Identification of key markets and end uses        
          Demand drivers        


 

Assessment of European industry

 


 

Industry structure—raw materials and converting

 


 

Enables to draw conclusions on industry attractiveness and role of key
          Ranking of main producers       players
          Strategies of main producers        
          Importance of imports as a supply source        


 

Analyze demand and

 


 

Demand growth, supply changes

 


 

Gives future looking assessment
    supply balances     Announced capacity changes (shut downs, conversions, new PMs)       of operating and price environment
          Capacity utilization rates        


 

Assess cost

 


 

Assessment of competitors cost

 


 

Analysis of supply-side structure
    competitiveness       position     Facilitates the benchmarking and
          Kraftliner and testliner mill cost curves       comparison of key players
          Distribution costs        
          Mill and plant strategic locations        


 

Develop price forecasts

 


 

Short-term and long-term price

 


 

Understanding of cyclicality patterns
            forecasts       and relationships between grades and
          BSKP, OCC, testliner, kraftliner,       raw materials
            corrugated board     Fundamental to determine margin potential

8


Product, Geographic Scope and Methodology

Products to be included are:

    Linerboard: kraftliner and testliner

    Corrugating medium: NSSC fluting and recycled fluting

Geographic scope includes:

    Europe; emphasis on key countries

    Latin America; brief regional overview

Methodology:

    JPMC drew upon its global network s extensive proprietary knowledge and analyses to develop a comprehensive perspective on the selected markets.

9


Outline




ARROW
  Executive Summary

Introduction and Objectives

Review of European and Latin American Markets

Assessment of European Containerboard Industry

Analysis of Demand and Supply Balances

Assessment of Cost Competitiveness

Price Forecasts

Appendix

10


Summary: Overview of Containerboard Industry

    In 2000, global demand of containerboard (92.3 million metric tons) was almost met by the total production of containerboard (92.1 million metric tons). In the future, consumption will continue to rise in North America and Europe with significantly higher demand growth coming from Asia and Latin America.

    North America represented 33% of the containerboard market, followed by Asia (30%), Western Europe (22%) and Latin America (7%).

    There are a limited number of global producers of containerboard substrates. As a result of increased local production, the share of imports of U.S. kraftliner has declined.

    In Latin America, overall consumption of containerboard totaled 6.8 million metric tons while production was 5.4 million metric tons. Brazil and Mexico account for 66% of containerboard consumption. The remainder of the demand for containerboard is imported.

    In Asia, overall consumption of containerboard was 27.9 million metric tons while production was 26.6 million metric tons. Consumption is spread evenly among Japan, China and the rest of Asia. The capacity market share among the top producers are region-specific.

    The major end use for corrugated board is food/agricultural produce. From an end use standpoint, the main driver is the continued trend towards consumer convenience. Competition from plastics/film packaging substitutes increases the role of corrugated producers to enhance and create value in their packaging material.

11


Summary: Overview of Containerboard in WE

    Consumption in Western Europe (WE) grew to 20 million metric tons of containerboard in 2000; 4 million metric tons of kraftliner, 1 million metric tons of NSSC and 15 million metric tons of other recycled containerboard materials.

    Overall, Germany, Italy and France constituted 55% of total consumption of containerboard within Western Europe.

    The containerboard industry in Europe is more fragmented than in North America. There are 151 containerboard producers in Western Europe with the top five producers having 42% share of the total capacity in Western Europe. In comparison, there are only 53 containerboard suppliers residing in North America; the top 5 have 57% share of total capacity.

    SCA, Jefferson Smurfit and Kappa Packaging are the leading containerboard producers and are also the three largest converters of corrugated board in Western Europe. The leading containerboard producers in North America are highly integrated as well.

12


Overview—Regional Consumption and Growth

GRAPH   GRAPH

Global Consumption in 2000 : 92.3 million metric tons

ARROW

North America, Asia and Western Europe are the key markets.
Growth has been rapid in Asia and Latin America 1995-2000.

13


Overview—Global Producers

GRAPH   GRAPH

ARROW

The largest producers of containerboard substrates, in particular kraftliner, come from
North America. Containerboard producers are regional—there are only few global players.


*
Temple-Inland to buy Gaylord Container

**
Mead & Westvaco merger

14


Overview—Trade Flows

         GRAPH

ARROW

Overall trade has grown. However, kraftliner
imports from the U.S. have dropped significantly.

15


Corrugated Container Production and End Use

GRAPH   GRAPH

Drivers

    Food industry --> stability

    New applications e-business --> microflutes, white top, high quality graphics

    Changes in retail trade --> large-size containers

    Threats: plastic-based packaging solutions (RTPs)

Global Production in 2000: 125 billion m2

ARROW

Although end uses vary regionally, the major end uses for corrugated
board fall into the food and electrical appliance categories


*
Other includes corrugated boxes for items such as paper, allied products, toys, sports and automotive goods

16


Western Europe

17


Containerboard in Western Europe 2000

Country

  Production
  Consumption
  Net Trade
 
  -1000 tons-

Nordic   3,241   935   2,305
 
Finland

 

778

 

308

 

470
 
Norway

 

360

 

124

 

235
 
Sweden

 

2,103

 

503

 

1,600
   
 
 

Western Europe (excl. Nordic)

 

16,704

 

19,394

 

-2,690
 
Austria

 

925

 

444

 

481
 
Belgium

 

263

 

648

 

-385
 
Denmark

 

215

 

383

 

-168
 
France

 

3,330

 

3,416

 

-86
 
Germany

 

3,830

 

4,298

 

-468
 
Greece

 

90

 

191

 

-101
 
Ireland

 

43

 

136

 

-93
 
Italy

 

2,603

 

3,561

 

-959
 
Netherlands

 

787

 

800

 

-13
 
Portugal

 

391

 

255

 

136
 
Spain

 

1,919

 

2,572

 

-652
 
Switzerland

 

437

 

279

 

158
 
UK

 

1,871

 

2,411

 

-540
   
 
 

Total

 

19,945

 

20,329

 

-385
   
 
 

ARROW

Western Europe is a 20 million ton market. Nordic countries export to other parts of Western Europe to compensate for the trade deficits.

18


Consumption of Different Substrates in WE

Western Europe

GRAPH   ARROW  







Most growth has been in recycled fiber-based liner and fluting

*
Other includes recycled liners, recycled corrugating medium and non-wood fiber-based corrugating materials

19


Containerboard Consumption per Capita 1980-2000

         GRAPH

ARROW

Containerboard is a growing market in Europe, whereas North America is mature.
European growth is driven by growing trade of packaged products, packaging
of cut size paper, and electronics packaging.

20


Major Markets for Substrates in WE

Western Europe 2000

         GRAPH


*
Other includes recycled liners, recycled corrugating medium and non-wood fiber-based corrugating materials

21


U.S. Kraftliner Consumption in Europe

Country

  2000 Total Kraftliner
Consumption

  2000 Share of
U.S. Kraftliner

  2001 Share of
U.S. Kraftliner

Spain   520,600   148,504 (29% ) 103,595
UK   481,400   145,767 (30% ) 95,243
Italy   733,300   141,305 (19% ) 199,380
Germany   765,800   73,988 (10% ) 27,899
Netherlands   190,900   27,843 (15% ) 25,253
   
 
 
  TOTAL   2,692,000   537,407 (20% ) 451,371

ARROW

Spain, UK and Italy are key consumers of U.S. kraftliner, e.g. IP has
converting operations in these countries and they use captive kraftliner.

22


Corrugated Container End Uses in WE

         GRAPH

Drivers

    Increased demand for convenience foods and frozen foods is the main driver of the food and produce segments

    Demand for bottled water contributes to the increased use of multipackand multiliter beverage containers

    Changes in legislation pertaining to original pack dispensing has increased the use of pharmaceuticals/chemicals packaging

    In others group, cut-size paper packaging has been a key driver for growth

ARROW

Food/agricultural produce packaging is a steady end use in Europe,
although, competition exists from the plastics/film arena.


*
Other includes corrugated boxes for items such as paper, allied products, toys, sports and automotive goods

23


        The information on this page has been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the Securities and Exchange Commission on the date upon which the Schedule TO was filed

24



        The information on this page has been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the Securities and Exchange Commission on the date upon which the Schedule TO was filed

25


Latin America

26


Containerboard in Latin America 2000

Country

  Production
  Consumption
  Net Trade
 
  -1000 tons-

Brazil   2,755   2,499   256
Mexico   1,595   2,001   -406
Argentina   466   598   -132
Colombia   245   344   -99
Chile   136   286   -150
Venezuela   112   109   3
Other   147   1,026   -1,026
  Total   5,456   6,863   -1,554

ARROW

Latin America must rely heavily on imports in order to meet the demand for containerboard

27


Consumption of Substrates in Latin America

GRAPH   ARROW  







Most growth has been in recycled fiber-based liner and fluting; 9%/a in 1995-2000

*
Other includes recycled liners, recycled corrugating medium and non-wood fiber-based corrugating materials

28


Corrugated Container End Uses in LA

         GRAPH

Drivers

    There is still substitution potential as wooden boxes are replaced by corrugated boxes.

    The main drivers of food and produce packaging are technology innovations that have improved the quality of graphics and enhances the color of the consumer product packages.

    Changing demographics also have contributed to the increased need of pharmaceutical packaging.

*
Other includes corrugated boxes for items such as paper, allied products, toys, sports and automotive goods

29


Key Producers in Latin America

         GRAPH

30


Key Converters in Latin America

GRAPH   ARROW  







Top 5 represent 35% of the total corrugated board market in Latin America

*
JPC estimate

31


Outline






ARROW
  Executive Summary

Introduction and Objectives

Review of European and Latin American Markets

Assessment of European Containerboard Industry

Analysis of Demand and Supply Balances

Assessment of Cost Competitiveness

Price Forecasts

Appendix

32


Summary: European Containerboard Industry

    Among the top ten producers in Western Europe, containerboard product portfolios differ yet each supply structure is profitable.

    SCA, Jefferson Smurfit and Kappa Packaging are the leading producers of both liner and medium with operating profit margins between 8-12% in 2000.

    With only eight producers of kraftliner, there is a highly concentrated number of players in this arena. In addition, one third of the producers are integrated to converting. This leaves ample room for negotiating power to lie in the hands of these leading producers.

    The market for testliner is fragmented. The top ten producers represent 39% of the total capacity share. Mid-size producers of testliner have similar manufacturing capabilities.

    A majority of the top ten suppliers of fluting produce recycled fluting materials while there are a concentrated number of NSSC fluting producers from the Nordic region, namely Billerud, Stora Enso and Metsä Group.

    With the recent M&A activity, producer market share will continue to tighten in Western Europe among the top players in the containerboard market.

    Producers in the containerboard market are becoming Pan-European suppliers in order to reach out to national rather than just local markets.

33


Containerboard—Product Offering of Top 10 Producers in Western Europe

Only the three largest players in Western Europe offer the entire product range of containerboard materials.

Top 10 Containerboard
Producers in Western Europe

   
   
   
   
   
   
  Kraftliner
  Testliner
   
   
  Fluting
Rank

   
  White
Surface

   
  White
Surface

   
  Producer
  Un-bleached
  Un-bleached
  NSSC
  Recycled
1   SCA   X   X   X   X       X
2   Jefferson Smurfit   X   X   X   X       X
3   Kappa Packaging   X   X       X       X
4   SAICA               X   X   X
5   David S. Smith           X   X   X   X
6   Otor           X   X       X
7   Metsa Group   X               X    
8   Leydier               X       X
9   Billerud   X               X    
10   Adolf Jass           X   X       X

34


        The information on this page has been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the Securities and Exchange Commission on the date upon which the Schedule TO was filed

35


        The information on this page has been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the Securities and Exchange Commission on the date upon which the Schedule TO was filed

36


        The information on this page has been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the Securities and Exchange Commission on the date upon which the Schedule TO was filed

37


Containerboard—Major Players in Western Europe

SCA, Jefferson Smurfit and Kappa Packaging are significant players in all major substrate markets. Mid-size players only partake in individual substrates markets.

Containerboard

SCA, Jefferson Smurfit and Kappa Packaging   Only producers that have all kraftliner, testliner and fluting capacity
SAICA   The fourth largest player, but lacks kraftliner production

Kraftliner

 

Jefferson Smurfit, SCA and Kappa Packaging

 

Concentrated in unbleached kraftliner, but have also substantial white surface kraftliner production
    Metsä Group   Largest in white surface kraftliner, but produces no unbleached kraftliner

Testliner

 

SCA, Jefferson Smurfit

 

Big players in both unbleached and white surface testliner
    Kappa Packaging and SAICA   Mainly supply unbleached testliner

Fluting

 

SCA, SAICA, Kappa Packaging and Jefferson Smurfit

 

SAICA is the only of these large fluting producers that has both NSSC and recycled fiber-based production
    David S. Smith   Overall the fifth largest containerboard producer has substantial production in both NSSC and recycled fluting
    Billerud, Stora Enso and Metsä Group   Major suppliers of NSSC, but have no recycled fiber-based production

38


        The information on this page has been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the Securities and Exchange Commission on the date upon which the Schedule TO was filed

39



Recent Mergers and Acquisitions in Europe

Buyer Company

  Target/s
  Country/HQ
  Completion
Mondi or SAICA   La Rochette Venizel   France   Both companies have made bids, Feb. 2002
SCA   Anjou Emballages, CIM, Pakkausjaloste   France
Finland
  Late 2001
Kappa Packaging   AssiDoman   Sweden   2001
Bourquin SA       Switzerland   MBO, 2000
SCA   Metsa-Serla Corrugated   Finland   2000
Kappa Packaging   SCA   France   2000
Jefferson Smurfit   Nettingsdorfer   Austria   Remaining 25%, 2000
Jefferson Smurfit   Norcor   UK   Remaining 70%, 2000

ARROW

Major acquisitions, ownership share increases, and MBOs have taken place—both
in containerboard and corrugated board. Biggest companies are
behind the recent key transactions.

40


Corrugated Board Industry Trends

There are several Pan-European suppliers of corrugated board, with SCA, Jefferson Smurfit and Kappa Packaging leading the regional expansion process. Although the share of small, local players is decreasing, they still dominate in Germany and France.

Most leading European corrugated converters have expanded to Eastern Europe, but expansion outside Europe is still limited.

    Otor has entered into a technology sharing agreement with MeadWestvaco to sell patented corrugated cases in the Americas.

    Kappa Packaging has entered into a strategic alliance with Inland Paperboard in marketing to global buyers

Several alliances have been formed to serve Pan-European/global customers at a regional level, for example:

    Kappa Packaging, David S. Smith and SAICA have formed an alliance called InpAct with the aim to service Pan-European customers with an extensive regional coverage. However, this alliance is ending late March, 2002. Kappa and SAICA are seeking to grow via acquistions.

41


Outline








ARROW
  Executive Summary

Introduction and Objectives

Review of European and Latin American Markets

Assessment of European Containerboard Industry

Analysis of Demand and Supply Balances

Assessment of Cost Competitiveness

Price Forecasts

Appendix

42


Summary: Demand and Supply Balance in WE

    Worldwide containerboard consumption is forecast to grow 3.4%/a, from 92.3 million tons in 2000 to about 109 million tons by 2005. The average demand growth in the 1990s for containerboard was 3.8%/a.

    The consumption of containerboards is expected to grow most rapidly in Asia (especially in China) and Latin America.

    Containerboard consumption in Europe is forecast to grow from 19.9 million tons in 2000 to about 22.4 million tons by 2005. The average demand growth rates would be 3.9%/a in 1990-2000 and 2.4%/a in 2000-2005.

    The supply of containerboard materials in Europe is predicted to rise by an estimated 740,000 metric tons with the addition of a new paper machine from Palm Papier scheduled to start-up in 2002 and a new machine from Cartiera del Polesine in 2003. Hamburger and Portucel Recicia also plan to add over 400,000 tons of capacity to the market with the construction of two paper machines in 2003. Adolf Jass plans to add an estimated 375,000 tons of testliner and recycled fluting capacity with construction of a new PM in 2004.

    New PMs will have recycled fiber-based capacity.

43


Global Supply/Demand Balances in 1990-2005

         GRAPH

ARROW

Containerboard demand expected to exceed projected capacity by 2004.
However, a number of projects are planned to capture demand.


*
Estimated 4Q01

44


Supply/Demand Balance in Western Europe

         GRAPH

ARROW

Growth in containerboard demand in Western Europe will be met by new capacity additions
coming on stream—especially from Germany. Recent operating rates have been good, and
will increase barring significantly more capacity expansion or increased imports.


*
Estimated 4Q01

45


Major Capacity Changes in Europe*

Country
  Company
  Mill Location
  PM
  Grade
  Capacity
-1,000 mt -

  Status
  Year
  Description
Germany   Adolf Jass   Rudolstadt-Schwarza   1   unbleached testliner, recycled fluting   375   Planned   4Q04   new PM
Germany   Hamburger Group   Schwarze Pumpe   1   white surface testliner   300   Planned   4Q03   new PM
Italy   Cartiera del Polesine   Loreo, Rovigo   4   unbleached testliner, recycled fluting   140   Decided   3Q03   new PM, Overmeccanica
Portugal   Portucel   Mourao   1   White top, unbleached testliner, recycled fluting   150   Planned   3Q03   new PM, EUR 74 million
Germany   Palm Papier   Wörth, near Karlsruhe   6   unbleached testliner, recycled fluting   600   Decided   4Q02   new PM
Sweden   Billerud   Grums   4   white surface kraftliner   60   Decided   3Q02   conversion (+), EUR 17 million
France   Papeteries Etienne (IP joint venture)   Arles   55   recycled fluting   60   Planned   3Q02   mill capacity expansion

ARROW

Two new PMs are coming on stream in Europe 2002/2003; the biggest is
the Palm 600,000 mt/a PM. Three planned PMs await final investment decision.


*
Full list of changes in the Appendix

46


Outline










ARROW
  Executive Summary

Introduction and Objectives

Review of European and Latin American Markets

Assessment of European Containerboard Industry

Analysis of Demand and Supply Balances

Assessment of Cost Competitiveness

Price Forecasts

Appendix

47


        The information on this page has been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the Securities and Exchange Commission on the date upon which the Schedule TO was filed

48


        The information on this page has been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the Securities and Exchange Commission on the date upon which the Schedule TO was filed

49


        The information on this page has been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the Securities and Exchange Commission on the date upon which the Schedule TO was filed

50


        The information on this page has been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the Securities and Exchange Commission on the date upon which the Schedule TO was filed

51


Distribution

The three largest containerboard producers have production facilities in several Western European countries while the rest have local focus.

         GRAPH

The top 3 players have good coverage in Western Europe with minimal overlap of production locations. Pan-European players compete with mid-size, local players in each major Western European market.

Recycled containerboard grades are typically produced and consumed locally (radius of less than 600 km). However, kraftliner travels longer distances and competes mainly with U.S. supply.

Containerboard and converting facilities are scattered throughout Western Europe in order to serve local customers. However, this orientation prevents producers from capturing economies of scale.

 
  Germany, Austria, Switzerland
  Italy
  France
  Spain, Portugal
  UK, Ireland
  Benelux
  Other
  Total
SCA   715,000   395,000       240,000   355,000   950,000   2,655,000
Jefferson Smurfit   675,000   108,000   1,155,000   273,000   283,000       2,494,000
Kappa Packaging   500,000   190,000   80,000     180,000   470,000   650,000   2,070,000
SAICA       50,000   1,210,000         1,260,000
David S. Smith           900,000       900,000
OTOR       670,000           670,000
Metsa               585,000   585,000
Leydier       525,000           525,000
Billerud               490,000   490,000
Adolf Jass   450,000               450,000
Other   3,851,500   2,231,500   1,139,000   1,132,500   319,000   290,000   1,110,000   10,073,500
Total   5,771,500   2,924,500   3,619,000   2,615,500   1,879,000   1,115,000   3,785,000   21,709,500

52


Outline












ARROW
  Executive Summary

Introduction and Objectives

Review of European and Latin American Markets

Assessment of European Containerboard Industry

Analysis of Demand and Supply Balances

Assessment of Cost Competitiveness

Price Forecasts

Appendix

53


Summary: Price Forecasts

    Containerboard material constitutes 50% of the cost of producingcorrugated board.

    Prices for liner, medium and old corrugated containers (OCC) are directly related to one another. OCC prices are highly volatile and this has directly impacted the prices of recycled fiber-based containerboard materials. The prices of virgin-based kraftliner and NSSC fluting materials are not as volatile as OCC prices.

    Price differences among kraftliner of varying basis weights have been relatively stable. Conversely, there are significant price differences between SC medium and recycled fiber-based material which is heavily influenced by OCC market prices. Within the testliner market, there are small price fluctuations between different types of testliner material.

    Germany and France have similar pricing environments. The United Kingdom is more sensitive due to imports from the U.S.

    Price differences in Western Europe countries are likely to diminish with the introduction of the Euro.

54


        The information on this page has been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the Securities and Exchange Commission on the date upon which the Schedule TO was filed

55


        The information on this page has been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the Securities and Exchange Commission on the date upon which the Schedule TO was filed

56


Kraftliner Prices in the U.S. and Europe

    US producers have a great influence on international prices of kraftliner in the first place.

    Kraftliner prices in Europe tend to follow the price movement in the North American markets.

    The average long term price difference between European and US kraftliner is partly explained by the transport costs from the US to Europe.

    Also European testliner prices have some impact on kraftliner prices especially in times of recession.

57


Pricing Dynamics for Containerboard in North America, Europe and Asia

         logo

58


Outline














ARROW
  Executive Summary

Introduction and Objectives

Review of European and Latin American Markets

Assessment of European Containerboard Industry

Analysis of Demand and Supply Balances

Assessment of Cost Competitiveness

Price Forecasts

Appendix

59


Appendix

Data Behind Graphs

60


Containerboard in Western Europe 2000

Country

  Capacity**
  Production
  Consumption
  Net Trade
  Operating Rate
 
 
  - 1000 tons -

   
 
Nordic   3,430   3,241   936   2,305   94 %
  Finland   842   778   308   470   92 %
  Norway   426   360   125   235   85 %
  Sweden   2,162   2,103   503   1,600   97 %
   
 
 
 
 
 
Western Europe (excl. Nordic)***   16,818   16,706   19,394   -2,690   99 %
  Austria   877   925   444   481   105 %
  Belgium   280   263   648   -385   94 %
  Denmark   200   215   383   -168   n.a.  
  France   3,554   3,331   3,417   -86   94 %
  Germany   4,001   3,830   4,298   -468   96 %
  Greece   105   90   191   -101   86 %
  Ireland   35   43   137   -94   n.a.  
  Italy   2,629   2,603   3,561   -958   99 %
  Netherlands   756   787   800   -13   104 %
  Portugal   383   391   255   136   102 %
  Spain   1,795   1,920   2,572   -652   107 %
  Switzerland   409   437   279   158   107 %
  UK   1,794   1,871   2,411   -540   104 %
   
 
 
 
 
 
Total   20,248   19,947   20,332   -385   99 %
   
 
 
 
 
 

**
Capacity is available from swing machines; in addition to dedicated liner and fluting PMs

***
Capacity is calculated based on individual PM capacities/JPMC databank

61


Kraftliner in Western Europe 2000

Country

  Capacity**
  Production
  Consumption
  Net Trade
  Operating Rate
 
 
  - 1000 tons -

   
 
Nordic   2,261   2,122   438   1,684   94 %
  Finland   333   275   190   85   83 %
  Norway   276   230   45   185   83 %
  Sweden   1,652   1,617   203   1,414   98 %
   
 
 
 
 
 
Western Europe (excl. Nordic)***   1,068   1,093   3,793   -2,700   102 %
  Austria   308   328   163   165   106 %
  Belgium         111   -111      
  Denmark         116   -116      
  France   490   453   475   -22   92 %
  Germany         766   -766      
  Greece       14   63   -49      
  Ireland         66   -66      
  Italy       40   733   -693      
  Netherlands         191   -191      
  Portugal   270   239   44   195   89 %
  Spain       19   521   -502      
  Switzerland         63   -63      
  UK         481   -481      
   
 
 
 
 
 
Total   3,329   3,215   4,231   -1,014   97 %
   
 
 
 
 
 

**
Capacity is available from swing machines; in addition to dedicated liner and fluting PMs

***
Capacity is calculated based on individual PM capacities/JPMC databank

62


NSSC in Western Europe 2000

Country

  Capacity**
  Production
  Consumption
  Net Trade
  Operating Rate
 
 
  - 1000 tons -

   
 
Nordic   919   875   171   704   95 %
  Finland   494   485   45   440   98 %
  Norway   85   80   30   50   94 %
  Sweden   340   310   96   214   91 %
Western Europe (excl. Nordic)   360   404   995   -591   112 %
  Austria   n.a.   70   96   -26      
  Belgium         0   0      
  Denmark         37   -37      
  France   160   152   91   61   95 %
  Germany         114   -114      
  Greece         41   -41      
  Ireland         3   -3      
  Italy   60   54   217   -163   90 %
  Netherlands         13   -13      
  Portugal         13   -13      
  Spain         209   -209      
  Switzerland         7   -7      
  UK   140   128   154   -26   91 %
   
 
 
 
 
 
Total   1,279   1,279   1,166   113   100 %
   
 
 
 
 
 

**
Capacity is available from swing machines; in addition to dedicated liner and fluting PMs

***
Capacity is calculated based on individual PM capacities/JPMC databank

63


Other* Corrugating Materials in Western Europe 2000

Country

  Capacity**
  Production
  Consumption
  Net Trade
  Operating Rate
 
 
  - 1000 tons -

   
 
Nordic   250   244   327   -83   98 %
  Finland   15   18   73   -55   na  
  Norway   65   50   50   0   77 %
  Sweden   170   176   204   -28   104 %
   
 
 
 
 
 
Western Europe (excl. Nordic)***   15,390   15,209   14,608   601   99 %
  Austria   569   527   185   342   93 %
  Belgium   280   263   537   -274   94 %
  Denmark   200   215   230   -15   n.a.  
  France   2,904   2,726   2,851   -125   94 %
  Germany   4,001   3,830   3,418   412   96 %
  Greece   105   76   87   -11   72 %
  Ireland   35   43   68   -25   n.a.  
  Italy   2,569   2,509   2,611   -102   98 %
  Netherlands   756   787   596   191   n.a.  
  Portugal   113   152   198   -46   n.a.  
  Spain   1,795   1,901   1,842   59   106 %
  Switzerland   409   437   209   229   107 %
  UK   1,654   1,743   1,776   -33   105 %
   
 
 
 
 
 
Total   15,640   15,453   14,935   518   99 %
   
 
 
 
 
 

*
Other includes recycled liners, recycled corrugating medium and non-wood fiber-based corrugating materials

**
Capacity is available from swing machines; in addition to dedicated liner and fluting PMs

***
Capacity is calculated based on individual PM capacities/JPMC databank

64


Allocated Capacity

    Capacity numbers stated in the Appendix section of the Final Report is reported as allocated capacity.

    Allocated capacity is grade-specific and is derived by taking into account the start-up of operation. Once an announcement is made, we assume that the machine will run at 70% utilization rate during the first year, 90% the following year and 100% by the third year. As a result, we arrive at a smaller capacity number than anticipated in the beginning.

    Allocated capacity will fluctuate if a machine is capable of producing other grades in addition to containerboard materials, e.g. sack paper and/or if basis weights vary.

    Operating rate is a function of allocated capacity and therefore, this rate may change depending on what a mill may decide to produce at any given point in time throughout the year.

    As a result of the methodology used to for formulate a number for allocated capacity, these numbers should be used for indicative purposes only.

65


Trade Flow of Kraftliner 2000

Source

  Target
  Volume
-1,000 metric tons -

USA   Canada   410
Canada   USA   460
North America   Latin America   1,160
Western Europe   Latin America   60
Latin America   Latin America   150
Nordic countries   Nordic countries   130
Nordic countries   Other Western Europe   1,450
Other Western Europe   Other Western Europe   790
North America   Western Europe   820
Eastern Europe   Western Europe   390
Africa   Western Europe   90
Latin America   Western Europe   40
Western Europe   Eastern Europe   80
North America   Asia   1,130
Western Europe   Asia   140
Eastern Europe   Asia   220
Africa   Asia   100
Asia   Asia   300
North America   Africa   50
Western Europe   Africa   50

logo

logo

Western Europe imported 820,000 tons of kraftliner from North America in 2000

66


Kraftliner Exports from the U.S.

         logo

logo

Exports have dropped since late 1990s and are not expected to return
to 1997-1998 levels due to shut downs of US capacity

67


Trade Flow Over the Next Five Years

Kraftliner        










 

US imports driven by EUR/USD exchange rate

No capacity additions in Europe for unbleached kraftliner

Steady demand development

Good quality recycled liner projects can substitute kraftliner

Country specific differences

 

logo

 




Kraftliner will most likely play a shrinking role in the future trade flows

Testliner

 

 

 

 

 

 

 

 

 

 

 






  Traded within a limited radius today

Companies owning converters in a number of countries

Imports and exports will grow in the future

Germany will export more; non-integrated companies such as Palm Papier, Hamburger, SAICA need to pursue other markets
  logo  


Good quality testliner will be traded globally

68


Recent Capacity Changes in Europe 2000-2004

Country

  Company
  Mill Location
  PM
  Grade
  Capacity
-1,000 mt -

  Status
  Year
  Description
Germany   Adolf Jass   Rudolstadt-Schwarza   1   unbleached testliner, recycled fluting   375   Planned   4Q04   New PM
Germany   Fritz Peters & Co.   Gelsenkirchen   1   unbleached, white top testliner   30   Planned   3Q04   Rebuild

Germany

 

Hamburger Group

 

Schwarze Pumpe, Brandenburg

 

1

 

white surface testliner

 

300

 

Planned

 

4Q03

 

New PM
Portugal   Portucel Recicla   Mourao   1   white top, unbleached testliner, recycled fluting   150   Planned   3Q03   New PM, EUR 74 million
Italy   Cartiera del Polesine   Loreo, Rovigo   4   unbleached testliner   140   Decided   3Q03   New PM, Overmeccanica
Spain   Union Industrial Papelera   La Pobla de Claramunt   1   unbleached testliner, recycled fluting   60   Planned   3Q03   Rebuild

Germany

 

Palm Papier

 

Wörth, near Karlsruhe

 

6

 

unbleached testliner, recycled fluting

 

600

 

Decided

 

4Q02

 

New PM
Sweden   Billerud AB, Gruvön Mill   Grums   4   white surf kraftliner   60   Decided   3Q02   Conversion (+), EUR 17 million
France   Papeteries Etienne   Arles   55   unbleached testliner, recycled fluting   60   Planned   3Q02   Mill Capacity Expansion
Sweden   Kappa Kraftliner   Piteå   1   unbleached kraftliner   20   Decided   3Q02   Rebuild, Metso
Spain   Papelera de la Alqueria   Alqueria d'Aznar   3   recycled fluting   10   Decided   3Q02   Rebuild
Germany   Papierfabrik Malsch   Malsch   6   recycled fluting   -35   Decided   3Q02   Shut Down

Germany

 

Prowell (Propapier)

 

Burg

 

1

 

recycled fluting, unbleached testliner

 

300

 

Decided

 

1Q01

 

New PM, Valmet, EUR 133 million
Germany   Roman Bauernfeind   Raubling   7   recycled fluting, unbleached testliner   105   Decided   1Q01   New PM

Spain

 

SAICA

 

El Burgo de Ebro

 

9

 

Recycled fluting

 

350

 

Decided

 

3Q00

 

New PM, Voith, EUR 157 million

69


Containerboard Prices vs. Operating Rates

         logo

logo

In Western Europe, containerboard prices bottomed out in 1993 when
the operating rates were at 90%. In 1996-1997, pricing concessions took place when
operating rates were at 94% and have leveled off since then.

70


        The information on this page has been omitted pursuant to a request for confidential treatment and the omitted portions have been filed separately with the Securities and Exchange Commission on the date upon which the Schedule TO was filed

71


Sources

    Production and consumption statistics are based on CEPI (Confederation of European Paper Industries) and national trade associations estimates.

    Imports and export statistics are based on national import/export trade statistics.

    Date of Production, Consumption and Capacity Estimates: 4Q01

    Date of Plant Expansions Estimates: 2Q02

    Date of Pricing Estimates: 2Q02

72


Definitions: Containerboard Substrates in WE

I.
Containerboard—includes liner and flutings (corrugating medium), which are primarily used for the production of corrugated board;. linerboards are used as outer layers in corrugated board packages and flutings as corrugating medium.

A.
Linerboards—are divided into two major product categories: kraftliner and recycled fiber-based linerboard

1.
Kraftliner—European basis weights range from 125 to 300 g/m2

a.
Unbleached Kraftliner—based on unbleached kraft pulp, maximum 20% recycled fiber content; typical basis weight range 125-300 g/m2 (26-69 lbs/1,000 ft2) and lower basis weight range of 90-125 g/m2 for mini-flute applications (18-26 lbs/1,000 ft2)

b.
Fully Bleached Kraftliner—based on bleached softwood kraft pulp; typical basis weight range 125-175 g/m2 (26-36 lbs/1,000 ft2)

c.
White Top Kraftliner—top layer made of bleached softwood sulphate pulp (45-75 g/m2) and bottom layer made of unbleached softwood pulp; typical basis weight range 125-200 g/m2 (26-42 lbs/1,000 ft2); coating 14-20 g/m2 in coated white top kraftliners

d.
White Mottled Kraftliner—based on unbleached softwood kraft pulp with bleached pulp on the top layer (42-45 g/m2); typical basis weight range 125-200 g/m2 (26-42 lbs/1,000 ft2)

2.
Recycled Fiber-Based Liners

a.
Imitation Kraftliner—unbleached softwood kraft pulp in the top layer (15-30%) and the rest is recycled fiber-based; basis weight from 160 g/m2 and up

b.
Unbleached Recycled Liner—based on combinations of old corrugated containers (OCC), mixed waste paper, deinked waste paper and kraft pulp; typical basis weight range 125-200 g/m2 (26-42 lbs/1,000 ft2)

c.
White Top Recycled Liner—white recycled paper in the top layer, OCC and other recycled paper in the bottom layer; typical basis weight range 125-200 g/m2 (26-42 lbs/1,000 ft2)

d.
Mottled Recycled Liner—based on OCC and mixed waste paper; typical basis weight range 125-200 g/m2 (26-42 lbs/1,000 ft2)

*
In Germany, recycled linerboard is further divided into the following:

Testliner I: top layer made of unbleached kraft pulp and other layers of unbleached kraft pulp and other layers of recycled fiber

Testliner II: OCC in top layer

Testliner III: mixed waste paper

B.
Fluting

a.
Semichemical Corrugating Medium (NSSC Fluting)—based on 60-100% semichemical hardwood pulp and rest is recovered paper or softwood kraft pulp; typical basis weight range 110-210 g/m2 (23-44 lbs/1,000 ft2)

b.
Recycled Corrugating Medium (Wellenstoff)—based on OCC and mixed waste typical basis weight range 110-150 g/m2 (23-31 lbs/1,000 ft2); for mini-flute. typical basis weight range 85-110 g/m2 (18-23 lbs/1,000 ft2)

C.
Other

a.
Schrenz—low quality grade, mixed waste paper used both as linerboard and corrugating medium

73




QuickLinks