Jefferson Smurfit Group Plc Business Information, Profile, and History

Company Perspectives:

Our objective is to sell to our customers products that conform to their requirements, on time, at a competitive price. We will do this by providing the encouragement and means for continuous improvement in our process, technology, products and services. In this endeavour, we are committed to working with the highest standards of ethics in a team-like manner, bringing credit to ourselves, our shareholders and our community.

History of Jefferson Smurfit Group Plc

Jefferson Smurfit Group plc has expanded from its origins in the Irish packaging industry to become one of the world's largest makers of paper-based packaging products, including containerboard, corrugated containers, and folding cartons. In addition to packaging, the group also has significant operations in paper bags and décor base paper, which is a specialty paper used in such products as wallpaper. As of mid-2002, Jefferson Smurfit and its subsidiaries and associated companies--including the U.S.-based Smurfit-Stone Container Corporation, which was 29 percent owned by the group--had operations in 30 countries in Europe, Latin America, and North America, including 23 paper mills, 135 converting units, and eight wastepaper reclamation facilities. The group is believed to be the world's largest collector of wastepaper for recycling, with much of the collected material going into the production of paper and paperboard at the group's various plants. During fiscal 2001, about two-thirds of group sales were generated in Europe, 18 percent in Latin America, and 15 percent in the United States.

In August 2002 Jefferson Smurfit shareholders approved a EUR 3.7 billion ($3.61 billion) takeover of the company by Madison Dearborn Partners, a private equity investment firm based in Chicago. If approved by regulators, the deal would also end the relationship between Jefferson Smurfit and Smurfit-Stone Container as the ownership interest in the latter was slated to be spun off to shareholders as part of the terms of the takeover.

Early History

The history of the company began with a young man from England making good in Ireland. Jefferson Smurfit, the son of a shipyard worker, was born in Sunderland, in northeast England, in 1909. His father died when he was ten years old. He became an apprentice salesman in a large department store at 14; he once said that life had made him into a little old man by that age.

In 1926 he accepted his uncle's offer of work in the tailoring business in St. Helens, Lancashire. Eight years later he moved to Belfast and opened his own tailoring business, James Magee & Sons Ltd., after marrying a local woman. The priest who conducted his wedding introduced him to the box-making business in Dublin. The priest had become involved with a factory there through one of his parishioners. The priest noticed Smurfit's keen business sense and asked the young man to act as an advisor. Smurfit saw the potential of the business and turned his attention to learning more about the technology of box-making. Meanwhile the tailoring business was expanding rapidly, and soon Smurfit owned four shops. He acquired full control of the Dublin box-making factory in 1938 and poured more of his energies into that business, giving up his tailor's shops and moving permanently to Dublin.

After 1939, when World War II broke out in Europe, the materials for box-making became much harder to find. Smurfit was able to keep his business going because he adapted the technology and his products to meet the demands of wartime. An example of this adaptation was the production of thick paper with straw in it for use in Irish schools. Because of the scarcity of paper and packaging during the war, Smurfit was able to capitalize on the overwhelming demand. The company concentrated on corrugated box production and had two papermaking machines working at full capacity. He had good relations with the trade unions and was proud that there were no strikes. By 1950, his Dublin factory was five times its initial size and producing eight times the original turnover. By this time, the company was known as Jefferson Smurfit & Sons Limited, a name adopted in 1942.

Smurfit's sons, Michael and Jefferson, Jr., were soon brought into the business. Michael, the eldest of Jefferson Smurfit's four sons, started on the factory floor (in 1952), as Jefferson, Jr., did later. Their father insisted that they join the appropriate union. Both went on to specialize, Jefferson, Jr., in sales, Michael in company administration. Michael then took the opportunity to continue studying management techniques in Canada and the United States. After completing his training he ran a corrugated box factory with another brother, Alan, in his father's hometown, St. Helen's, returning to his father's company in 1966 as joint managing director with Jefferson, Jr.

Rapid Expansion Through Acquisitions in the 1960s and 1970s

The 1960s were a period of considerable expansion for the company. In 1964 Jefferson Smurfit & Sons became a public company quoted on the Dublin Stock Exchange. Smurfit acquired Temple Press Ltd., a manufacturer of cartons and boxes, in 1968, and then took its first steps outside its original area of business when, in 1969, it acquired Browne & Nolan Ltd., a printing, packaging, publishing, and educational supply company. The parent company was now large enough to be quoted on the International Stock Exchange in London. Jefferson, Sr., realized that his son Michael should be given more incentive to stay with the company and not become a potential rival. In 1969 he was appointed deputy chairman just as the company began to look seriously at acquisitions beyond the United Kingdom. In 1970 the company doubled its size with the purchase of the Hely Group of companies, which were involved in radio and television distribution, educational and office supplies, and packaging. Also that year, the continuing expansion of the Smurfit businesses was symbolized in a change of name, to Jefferson Smurfit Group Limited. Michael Smurfit brought the corrugated box factory in St. Helen's into the new group. The group concentrated a great deal of effort on its overseas expansion plans. It acquired the British carton making and printing company W.J. Noble and Sons in 1972. A year later its purchase of the print and packaging division of the U.K. firm Tremletts Ltd. brought plants in the United Kingdom and in Nigeria into the group. But the American market proved to be the most lucrative of its overseas ventures. Its 40 percent investment in the paper and plastic manufacturing firm Time Industries Inc. of Chicago, in 1974, gave it a foothold in the United States. It increased this initial investment to 100 percent in 1977.

Jefferson Smurfit, Sr., died in 1977, at the age of 68. Michael succeeded him as chairman and Jefferson, Jr., took over as deputy chairman. Their younger brothers moved up too, Alan to head U.K. sales and Dermot Smurfit to become managing director of the paper and board division. Their father left them a company that was beginning to diversify and internationalize itself in earnest yet continuing to lay stress on its base in Jefferson, Sr.'s adopted homeland.

In 1968 Jefferson, Sr., had seen the acquisition of Temple Press as an act of faith in the future of the Irish economy. The new chairman did not abandon this faith. The group carried on investing in Ireland, by acquiring, for example, Irish Paper Sacks Ltd.; Goulding Industries Ltd., maker of plastic film and sacks; and half the equity of the Eagle Printing Company Ltd. The more companies Jefferson Smurfit acquired, the more raw materials it needed. It decided to sell 49 percent of its corrugated box interests in Ireland and the United Kingdom to the Swedish paper company Svenska Cellulosa Aktiebolaget in return for a guaranteed supply of kraftliner. The sale also provided cash for further expansion abroad. Jefferson Smurfit acquired 51 percent of the Australian company Mistral Plastics Pty Ltd. in 1978. In 1979, it paid $13 million for a 27 percent share of the Alton Box Board Company. At the time this was the largest investment by an Irish company in the U.S. economy. It increased to 51 percent five months later.

U.S. Investments Highlighting 1980s Acquisitions

The Jefferson Smurfit Group established itself as a major supplier of print and packaging in the United States in the 1980s. In Ireland it bought a small stake in the Woodfab group, the largest user of native timber and a significant presence in the Irish forestry sector. But Smurfit saw its greatest potential in the U.S. market, where there have never been tight restrictions on foreign ownership or investment. Smurfit's method, a relatively cautious one, was to purchase a minority holding of a U.S. company, observe its profits rising, and then move to 100 percent ownership. Thus the 27 percent holding in the Alton Box Board Company, acquired in 1979, formed the bridgehead for complete acquisition in 1981. In a variation on the same technique, in 1982 Smurfit formed a 50-50 joint venture to take over the packaging and graphic arts divisions of Diamond International, then bought out the partner's shares to gain full control in 1983.

Clearly, the group's long-term strategy of becoming an international competitor was coming closer to realization, and Michael Smurfit was earning his reputation as a canny businessman. In 1983 shares in the U.S. wing of the group, the Jefferson Smurfit Corporation, were floated on the market, generating $46 million for further investment. The group then decided to expand into a new area of business, setting up a joint venture with Banque Paribas, known as Smurfit Paribas Bank Ltd. Jefferson Smurfit, Jr., left the group in 1984, because of ill health, and his two younger brothers were appointed joint deputy chairmen. The following year, the 50th since the company's founding, was marked by re-registration as a public limited company. After achieving considerable success in its purchases of packaging companies, Smurfit acquired the Publishers Paper Company, based in Oregon, in 1986. This company supplied newsprint to such well-known papers as the Los Angeles Times. It was renamed Smurfit Newsprint Corporation and continued to supply several newspapers. The same year, in its largest deal yet, Smurfit set up a joint venture with Morgan Stanley Leveraged Equity Fund to pay Mobil $1.2 billion for its subsidiary, Container Corporation of America (CCA), which produced paperboard and packaging, and in 1987 it purchased outright the manufacturing operations of CCA on the European continent and in Venezuela. The group thus more than doubled the value of its U.S. holdings and moved into manufacturing in mainland Europe for the first time.

The second half of 1987 was a difficult time for the Smurfit family. First, Jefferson Smurfit, Jr., died at the age of 50. He had contributed a great deal to the group's expansion through his expertise in sales and marketing. Then, like many other companies, Smurfit lost an enormous amount of value in the stock market crash in October. The value of its shares fell by more than half, but since demand for paper products remained steady it was just a question of riding out the storm.

In 1988, Dublin marked its millennium as a city, and Jefferson Smurfit Group, with its strong ties to the Irish capital, played a part in the celebrations by donating the Anna Livia Fountain in memory of Jefferson Smurfit, Sr. Anna Livia, symbolizing the River Liffey flowing through the city to the sea, is a leading character in James Joyce's novel Finnegan's Wake. The group also contributed to the restoration of the Mansion House, the residence of the lord mayor of Dublin, and sponsored a Millennium Science Scholarship, to be awarded to a doctoral student specializing in high technology. Other Smurfit activities in 1988 included the establishment of Smurfit Natural Resources to continue its own private afforestation program in Ireland and the purchase of the Spanish packaging firm Industrial Cartonera, as well as 30 percent of Papelera Navarra, also based in Spain. Adding to these a 35 percent stake in Inpacsa, in 1989, gave the group interests in four paper mills, eight corrugated box plants, and 20 percent of the paper and packaging market in Spain.

In 1989 the group's publishing division grew with the launch of a new weekly newspaper, the Irish Voice, in the United States, where it also had an interest in the magazine Irish America. The Irish Post in the United Kingdom increased its circulation and Smurfit Print in Ireland produced more computer manuals. In the United States, an industrial dispute at Smurfit Newsprint Corporation lasted more than seven months and cost the company about $25 million in profits. The group was also affected by lengthy strikes in the packaging industry in Italy. Latin American operations were slowly expanding. Smurfit Carton de Colombia and Smurfit de Venezuela put much effort into researching and developing the genetic enhancement of eucalyptus trees. Researchers believed that eucalyptus trees could be harvested in five years rather than the normal eight years. This was done by clonal reproduction, producing the fastest growing commercial trees in the world, from which a good quality uniform pulp can be manufactured. The Colombian company also produced writing paper, using a mix of different species of hardwood found in the tropical forests. By 1989, Smurfit Latin America had substantially more than 20 percent of the paper and board market in Venezuela and Colombia. The Latin American companies in the group provided opportunities for further education to their employees. In Colombia, for example, the company offered training in farm and forest tending as well as elementary schooling for children in the country areas near Smurfit timberland.

In 1989 the group made heavy use of junk bonds to restructure its U.S. operations, which had accounted for about 65 percent of its profits in 1988. A 50-50 joint venture between the Smurfit group and the Morgan Stanley Leveraged Equity Fund created a new private holding company, SIBV/MS Holdings, for most of the group's subsidiaries in the United States. The reorganization, which included the repurchasing of the minority stake in Jefferson Smurfit Corporation that had been publicly held, generated $1.25 billion and boosted the value of the group's shares by 50 percent. The group next decided to continue to expand north of the U.S. border, and it purchased 30 percent of PCL Industries Ltd., a Canadian company specializing in the conversion of plastics, with its own interests in the United States. The group also formed a partnership with the Canadian firm Tembec, Inc. to build a bleached lightweight coated mill in Quebec. Meanwhile, Smurfit International, the European division of the group, added to its operations the German company C.D. Haupt, a major paper-recycling mill, placing Smurfit in a strong position to profit from new opportunities in reunited Germany and in Eastern Europe. More Italian firms such as Ondulato Imolese, an integrated corrugated manufacturer, and Euronda, producer of corrugated cases and sheets, also joined the group.

By 1990 Jefferson Smurfit Group had established itself as the largest gatherer and consumer of wastepaper in the world, and it completed the purchase of Golden State Newsprint Co. Inc., which was renamed Smurfit Newsprint Corporation of California, and Pacific Recycling Co. Inc. As environmental awareness became commercially viable the group began to build up its recycling division by acquiring several existing units and announcing its intention to invest in a newsprint production unit, using scrap paper, in New York state.

In the United States, as in Latin America, Smurfit tried to involve itself within the community. It provided special programs for its employees, such as training at the Smurfit Technical Institute, and sponsored young children in Fernandina Beach's Literacy Program. In Ireland, too, some of the Irish universities were endowed with chairs and financial support for academic projects, of which the leading example was the Michael Smurfit School of Business at University College, Dublin.

By the beginning of the 1990s the Smurfit Group was producing a diversity of goods, from presentation boxes for Waterford crystal to takeout pizza boxes, and it continued to diversify further. It formed Nokia Smurfit Ltd. in a joint venture with Nokia Consumer Electronics, which distributes television, video recorders, and satellite equipment in Ireland and is a division of the Finnish company Oy Nokia Ab. It bought back its 49 percent interest in Smurfit Corrugated Ireland from Svenska Cellulosa and bought another 24.5 percent of U.K. Corrugated, boosting its ownership to 50 percent. One of its subsidiaries in the United Kingdom bought Texboard, a manufacturer of paper tubes. The group aimed to extend its already diversified board manufacturing and conversion business. It also purchased another U.K. firm, Townsend Hook, a leading producer of corrugated paper cases and coated papers, which gave Smurfit more than 20 percent of the corrugated case industry in Britain.

In 1991 Jefferson Smurfit added to its recycling business with the acquisition of several French companies, such as Centre de Dechets Industriels Group (CDI), the second largest wastepaper company in France, and the Compagnie Generale de Cartons Ondules, an integrated mill and converting operation. In addition, it bought the Lestrem Group, which specialized in manufacturing solid board, accounting for about 20 percent of the market in France. It also set up a new subsidiary, Smurfit France.

The Smurfit Group carried diversification still further by deciding to invest in the leisure business in Ireland. Its activity in this area included the RiverView Racquet and Fitness Club, Waterford Castle Golf and Country Club, and the new development of the Kildare Hotel and Country Club.

Major Mid-1990s Acquisitions in Europe

In the mid-1990s Jefferson Smurfit turned to Continental Europe for acquisitions, beginning with France. In a deal that doubled the company's European operations, Jefferson Smurfit in late 1994 purchased the paper and packaging unit, Cellulose du Pin, of France's Compagnie de Saint-Gobain for IR£682 million ($1.02 billion). Cellulose du Pin brought with it operations in France, Italy, Spain, and Belgium and manufactured recycled paper, corrugated boxes, coated wood-free paper, and paper bags. Following the acquisition, Jefferson Smurfit assumed the top position in the European corrugated industry.

To help fund the purchase, the company turned to its U.S. operation, taking it public once again, with Jefferson Smurfit Corporation (JSC) reemerging as a public company. About IR£155 million ($248 million) was raised through the offering, after which the Jefferson Smurfit Group retained a 46.5 percent stake in JSC.

Additional European acquisitions quickly followed that of Cellulose du Pin. In May 1995 Jefferson Smurfit paid FFr 452 million for Les Papeteries du Limousin of France, an independent corrugated packaging firm with capacity of 220,000 metric tons of recycled containerboard. The purchase enabled Jefferson Smurfit to cancel plans to build a new mill in France. The following month saw the company make its first move into Scandinavia, with the IR£68 million ($109 million) purchase of a 29 percent stake in Munksjö AB, a Swedish producer of bleached pulp, specialty papers, and board. Also acquired in 1995 was a 27.5 percent stake in Austria-based Nettingsdorfer Beteilgungs AG, a producer of paper and board, with interests in corrugated container operations.

These 1995 moves, coupled with the 1994 acquisition of Cellulose du Pin, meant that Jefferson Smurfit had quadrupled its Continental European operations in less than two years. Further, Continental Europe had become the Jefferson Smurfit Group region generating the most revenue, surpassing the Ireland/U.K. region for the first time.

Always looking for new opportunities, Jefferson Smurfit made a few inroads into Asia in 1995. In May Jefferson Smurfit Corporation formed a joint venture in China, which soon thereafter bought a controlling interest in a linerboard mill near Shanghai. In December Jefferson Smurfit Group formed a joint venture, called Smurfit Toyo, with the New Toyo Group of Singapore. Smurfit Toyo planned initially to manufacture folding cartons in Singapore, Hong Kong, and China. Jefferson Smurfit's approach to Asia was clearly a cautious one, though the company had a long-term goal of being an important player in the region.

Jefferson Smurfit's pace of acquisition slowed in 1996 and 1997 as the industry entered another of its cyclical downturns complete with overcapacity and the concomitant depressed prices. Revenues and profits fell significantly both years. During 1997 the company did complete some smaller deals. It purchased majority ownership of two Argentinean companies--Celulosa de Coronel Suarez, S.A., maker of paperboard, and Asindus, S.A., producer of corrugated cases--and acquired outright two German producers of corrugated boxes and board: Wellit GmbH Wellpapenfabrik and Schneverdinger Wellpappenwerk GmbH & Co. KG.

Late 1990s Creation of Smurfit-Stone Container

During 1998 Jefferson Smurfit engineered the merger of Jefferson Smurfit Corporation and Stone Container Corporation, creating Smurfit-Stone Container Corporation. The $1.3 billion deal was completed in November 1998, with Smurfit-Stone emerging as the largest producer of containerboard in the United States. Just prior to the transaction's completion, Jefferson Smurfit Group purchased an additional 18 percent interest in JSC for $516 million. The group's overall interest in JSC translated into a 33 percent stake in Smurfit-Stone. Two months before this merger closed, Jefferson Smurfit Group purchased from JSC 50 percent of Canadian corrugated container maker MacMillan-Bathurst, which was renamed Smurfit MBI. Also in 1998 Jefferson Smurfit increased its shareholding in Nettingsdorfer to 75 percent and divested Smurfit Condat, which operated a coated paper mill in France.

Integration issues related to Smurfit-Stone Container dominated 1999. A key rationale behind the merger had been the opportunity to reduce capacity in the containerboard sector and thereby boost prices. By late 1999 Smurfit-Stone had shut down four of its plants and laid off about 1,700 workers, reducing the company's containerboard capacity by about 20 percent; this had the desired effect of boosting prices by early 2000. Smurfit-Stone also began selling off noncore assets in order to reduce a heavy debt burden it had inherited from Stone Container. Overall, Smurfit-Stone was aiming to slash annual operating costs by $350 million. Jefferson Smurfit was also busy paring noncore assets during 1999, divesting Smurfit Finance and, together with its partner Banque Paribas, selling Smurfit Paribas Bank to Anglo Irish Bank Corporation plc.

In May 2000 Smurfit-Stone Container spent $1.4 billion to acquire St. Laurent Paperboard Inc., a Canadian producer of specialty containerboard and graphics packaging. This reduced Jefferson Smurfit's stake in Smurfit-Stone to about 29.5 percent. From 2000 to early 2002 Jefferson Smurfit completed a number of acquisitions, most of which were centered in Europe and involved the company's core containerboard and corrugated container businesses. During 2000 the company acquired U.K.-based Norcor Holdings plc; Neopac A/S, which increased its market share in Denmark to 17 percent; and Fabrica Argentina de Carton Corrugado, which doubled its market share in Argentina, to 13 percent. In December 2000 the company increased its holding in Nettingsdorfer to 100 percent. In February 2001 a 25 percent interest in Leefung-Asco Printers Limited was acquired, with this investment in a Hong Kong company viewed as an initial step toward securing a meaningful position in Asia. In the early months of 2002 Jefferson Smurfit also gained full control of Munksjö AB.

In February 2002 Michael Smurfit announced that he would step down as chief executive of the group at the end of October 2002 but would remain chairman. Smurfit by this time was a controversial figure. He was praised in some quarters--particularly overseas--as a paper industry visionary, focusing for years on the need to prevent or eliminate industry overcapacity and thereby prop up prices. But in his home country (or rather, former home country, given that he officially resided in Monaco for tax reasons), his image was that of an overpaid executive unresponsive to the shareholders in his public company, who considered the firm to be perpetually underperforming. Everyone would agree, however, that it was Michael Smurfit who had created the Jefferson Smurfit of the early 21st century, be that good or bad. Moreover, since he intended to remain chairman, there were doubts about who would be calling the shots starting in November 2002. That month, Gary McGann would be promoted from president and chief operations officer to chief executive of the group. McGann had joined Jefferson Smurfit only in 1998, having previously been the chief executive of Aer Lingus Limited, an airline owned by the Irish state. Taking over McGann's previous position would be Michael's son Tony, who had headed Smurfit Europe.

Takeover by Madison Dearborn in Early 2000s

One of Jefferson Smurfit's persistent problems was that the minority stake it held in Smurfit-Stone Container made it difficult for investors to determine the actual worth of the company, which tended to depress the share price of the company's stock. By early 2002 it appeared that the company was on the verge of selling the stake. But then Madison Dearborn Partners, a Chicago-based private equity investment firm that had previously made several investments in the paper and packaging industry, approached Jefferson Smurfit about a possible takeover. In June, Jefferson Smurfit accepted a EUR 3.7 billion ($3.61 billion) takeover bid from Madison Dearborn, and two months later Jefferson Smurfit shareholders voted in favor of the bid. As a key part of the deal the stake in Smurfit-Stone Container would be spun off to Jefferson Smurfit shareholders, who would receive one Smurfit-Stone share for every 16 shares of Jefferson Smurfit that they owned; for the Jefferson Smurfit shares themselves, the holders would receive EUR 2.15. Under the terms of the deal, the top executives of the company, including Michael Smurfit and McGann, would remain with the newly privatized Jefferson Smurfit. As a group these managers owned about 10 percent of the company, and from the proceeds they would receive from the takeover, they would then repurchase about a 7 percent stake in the new company.

Principal Competitors: Svenska Cellulosa Aktiebolaget SCA; Kappa Packaging Group; DS Smith Plc; Stora Enso Oyj; UPM-Kymmene Corporation; International Paper Company; Georgia-Pacific Corporation; Amcor Limited; Weyerhaeuser Company.

Chronology

• Key Dates:
• 1934: Jefferson Smurfit opens a tailoring business, James Magee & Sons Ltd., and soon becomes involved in a box-making factory in Dublin.
• 1938: Smurfit gains control of the box-making factory and exits from tailoring.
• 1942: Company name is changed to Jefferson Smurfit & Sons Limited.
• 1964: Company goes public with a listing on the Dublin Stock Exchange.
• 1968: Temple Press Ltd. is acquired.
• 1969: Company acquires Browne & Nolan Ltd.
• 1970: Size of company doubles with purchase of the Hely Group of companies; company is renamed Jefferson Smurfit Group Limited.
• 1974: Company ventures into the U.S. market for the first time with the purchase of a 40 percent stake in Chicago-based Time Industries.
• 1977: Smurfit dies and is succeeded by his eldest son, Michael.
• 1981: Company completes its takeover of U.S.-based Alton Box Board Company.
• 1983: Bulk of U.S. interests are reorganized within Jefferson Smurfit Corporation (JSC).
• 1985: Jefferson Smurfit Group is re-registered as a public limited company.
• 1986: In a joint venture with Morgan Stanley Leveraged Equity Fund, the firm acquires Container Corporation of America (CCA).
• 1987: The manufacturing operations of CCA on the European continent and in Venezuela are acquired.
• 1994: JSC is taken public, with the group retaining a 46.5 percent stake; company acquires Cellulose du Pin, the paper and packaging unit of France's Compagnie de Saint-Gobain.
• 1998: JSC and Stone Container Corporation merge to form Smurfit-Stone Container Corporation; following the merger, Jefferson Smurfit Group holds a 33 percent interest in Smurfit-Stone.
• 2000: Smurfit-Stone acquires St. Laurent Paperboard Inc., reducing Jefferson Smurfit's stake in Smurfit-Stone to 29.5 percent.
• 2002: Jefferson Smurfit agrees to be taken over by Madison Dearborn Partners, with the deal including the spinoff of the stake in Smurfit-Stone to shareholders.