The alarm clock? Who needs one?

The GPS navigation system? Why pay for one when you can get turn-by-turn for free?

But there’s something big that the smartphone, try as it might, has not been able . . . → Read More: This year’s killer app (click here to read full article)]]> This year’s killer app — pen and paper!

The surging smartphone has succeeded in rendering many other gadgets obsolete.

The alarm clock? Who needs one?

The GPS navigation system? Why pay for one when you can get turn-by-turn for free?

But there’s something big that the smartphone, try as it might, has not been
able to stare down into oblivion: pen and paper.

http://www.freep.com/apps/pbcs.dll/article?AID=2012202070314

Domtar is pleased to announce Colors Opaque and ITB papers are now FSC Certified. This certification assures customers that the product includes fiber from responsibly managed forests, controlled sources, and/or verified recycled sources, independently certified to the standards of the . . . → Read More: Domtar Colors™ Now FSC® Certified]]> Domtar Colors™ Opaque Text & Cover and Index, Tag and Vellum Bristol Now FSC® Certified

Domtar is pleased to announce Colors Opaque and ITB papers are now FSC Certified. This certification assures customers that the product includes fiber from responsibly managed forests, controlled sources, and/or verified recycled sources, independently certified to the
standards of the Forest Stewardship Council™.

Additionally, Colors Opaque and ITB now join the EarthChoice® family of environmentally and socially responsible papers, giving customers even more choices for sustainably sourced products.

The packaging for these products will change on a rolling basis. All invoices and packing lists will include FSC Chain-of-Custody (CoC) claim, which is FSC Mixed Credit 50%, effective with orders entered March 1, 2012. Domtar’s FSC CoC number is SW-COC-001318.

For more information on Domtar Colors, or any of our other quality products, please contact your Ambrose Account Manager.

By STEVEN M. DAVIDOFF

Vyto Starinskas/Bloomberg NewsAn International Paper plant in Ticonderoga, N.Y.

International Paper’s bid for Temple-Inland at first blush appears to be a rerun of the epic lost war fought by Air Products and Chemicals for Airgas. But on deeper examination, it has some . . . → Read More: International Paper’s Gambit in Its Pursuit of Temple-Inland]]> International Paper’s Gambit in Its Pursuit of Temple-Inland

By STEVEN M. DAVIDOFF

Vyto Starinskas/Bloomberg NewsAn International Paper plant in Ticonderoga, N.Y.

International Paper’s bid for Temple-Inland at first blush appears to be a rerun of the epic lost war fought by Air Products and Chemicals for Airgas. But on deeper examination, it has some fundamental differences.

Like Airgas, Temple-Inland is well-defended against a hostile bid. Temple-Inland has a staggered board, which means that only roughly one-third of its 10 directors are up for election in any given year. Moreover, Temple-Inland directors can be removed only for cause and shareholders cannot call special meetings in between the company’s annual meetings. The net effect of these provisions is that International Paper would have to wait at least two years and run two successive proxy contests to replace a majority of Temple-Inland’s board.

International Paper knows this, of course, and its bid was not even timed for Temple-Inland’s annual meeting this year. Temple-Inland’s annual meeting already occurred on May 6, when three of its directors were re-elected including Doyle R. Simons, its chairman and chief executive. This means that International Paper would have to wait an entire year to even begin this two-year process. According to Temple-Inland’s proxy statement, proposals for director nominations cannot even be submitted until Jan. 27, 2012, assuming that the board does not push back that date or its annual meeting next year. Hostile bidders are willing to do a lot to acquire control of a company, but waiting three years is likely not one of these things.

In this light, Temple-Inland’s announcement on Tuesday that it had adopted a poison pill is a non-event.

International Paper was not about to surreptitiously obtain control; it is limited to buying no more than $66 million of shares in the company until it obtains antitrust clearance. But as Temple-Inland has highlighted in justifying its rejection of International Paper’s offer, this is a deal that would result in the two companies controlling 40 percent of container cardboard market. If there is a second request, a term used for extended government antitrust review of the transaction, International Paper could not even purchase Temple-Inland shares for months at a minimum until it clears this review.

Temple-Inland therefore likely adopted a poison pill to control activism by hedge funds and to limit hedge fund purchases of its stock. The pill has a low threshold trigger of 10 percent, meaning no single investor or investor acting as a group can amass more than 10 percent of the company’s stock without setting off the pill.

Moreover, Temple-Inland has not yet filed the poison pill’s terms with the Securities and Exchange Commission, but its press release states that the pill picks up derivatives, including synthetic ones. The pill no doubt also has an expansive definition of “group” intended to deter hedge funds from acting together. The Temple-Inland pill here is a sign that after Airgas and other recent Delaware Chancery Court poison pill cases like Selectica and Barnes & Noble, targets are willing to push the edges in setting poison pill terms.

So this pursuit is a bit like the one for Airgas, in that International Paper is a bidder for a Delaware company that has a staggered board and poison pill in place. This will provide Temple-Inland a strong defense. And Temple-Inland has hired Wachtell, Lipton, Rosen & Katz as its defense counsel; that firm was also the legal adviser to Airgas. Wachtell is clearly capitalizing on its pro-defense business franchise here.

You can see Wachtell’s fingerprints in Temple-Inland’s rejection of the deal. Temple-Inland’s press release might as well be drafted from the Wachtell form for these types of rejections, with the only change being the company’s name. Temple-Inland’s rejection talks about how the board’s strategic plan will create superior value than International Paper’s offer, that the timing of the offer is opportunistic and grossly undervalues the company, and that the offer raises antitrust issues.

This press release embodies what is likely to become the standard post-Airgas response of all boards. The board’s judgment here is that the company’s management and directors can provide superior value, and in light of Airgas this is a bullet-proof defense in a court of law. The Delaware court will not overturn this decision so long as the board uses proper procedures.

But the transaction is different than Airgas in an important way. International Paper, advised by the law firm of Debevoise & Plimpton, again knows all of the above. Simply by timing its bid after Temple-Inland’s last annual meeting, International Paper is making a statement that it does not intend to follow Air Products’ strategy of either attempting to replace the board or going for a judicial showdown. Instead, this is a deal that is going to be managed through price and bidding.

In fact, International Paper’s latest letter talks about bringing the offer “directly to shareholders.” This will mean shortly starting a tender offer and beginning the process of clearing antitrust. And because of the antitrust issue, International Paper may be content to wait for such clearance and put forward an aggressive offense then. But waiting three years is not in its game plan.

International Paper will be moving to win through price and the only issue is the timing of when it raises its bid. And unlike Airgas, where its chief executive held about 9 percent of the company’s stock and appeared unwilling to sell, here the chief executive, Mr. Simons, owns less than 1 percent of Temple-Inland’s outstanding shares, but stands to reap about $40 million if a change of control occurs. International Paper’s bid may take time, but it is time this bidder appears willing to take.

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Steven M. Davidoff, writing as The Deal Professor, is a commentator for DealBook on the world of mergers and acquisitions.