31st March 2020
FOR IMMEDIATE RELEASE
Kokusai Pulp & Paper Co., Ltd.
President & Chief Executive Officer: Madoka Tanabe(For inquiries)
Corporate Planning Division
Senior Executive Officer: Hideomi Komai
Tel. 03 (3542) 4169
KPP, SEQUANA SA and BPIFRANCE have entered into binding agreements for the potential
acquisition of Sequana and Bpifrance’s 83.7% stake in Antalis by KPP(This press release is a summary of the one written in Japanese)
Kokusai Pulp & Paper (HQ: Chuo-ku, Tokyo, CEO: Madoka Tanabe, TSE: 9274) ( “KPP”) andSEQUANA SA (HQ: Paris, France, currently on a process of liquidation) ( “Sequana”) have enteredinto a put option agreement on 31st March 2020, according to which KPP agreed, subject to certain
condition precedents, to acquire 53,395,148 ordinary shares of Antalis SA (HQ: Paris, France,Euronext: ANTA )( “Antalis”) held by Sequana, representing approximately 75.2% of Antalis’ sharecapital and 82.5% of voting rights1. The Sequana block would be acquired for a price per share equalto €0.10, subject to limited downward price adjustment on the closing date, as the case may be.
KPP and Bpifrance Participations（HQ: Paris）(“Bpifrance”) have also entered into a sharepurchase agreement on the same day, according to which KPP agreed to acquire, and Bpifrance
agreed to sell, 6,064,946 ordinary shares (approximately 8.5% share capital and voting rights) ofAntalis, for a price per share equal to €0.40, subject only to the effective transfer of the shares heldby Sequana to KPP.
The exercise of the put option by Sequana is subject to the release of opinions by Antalis’
European Works Council, the issuance of a court order by the Supervisory Judge (appointed by theCommercial Court of Nanterre to supervise the liquidation of Sequana), as well as other customaryconditions precedent. The effective transfer of the Sequana shares in Antalis will then be subject, inparticular, to the clearance of any recourse on the court order above mentioned, in accordance withArticle L.642-19 of the French Commercial Code, as well as the receipt of a release of pledges from
Bpifrance Participations and Impala Security Solutions BV on Antalis shares currently held bySequana. The transaction is not subject to the approval of the French, European or foreigncompetition authority in charge of merger control.
[1] Based on a capital composed of 71,000,000 shares and 129,513,239 voting rights as of 29 February 2020.

Concurrently to the binding agreements mentioned previously, a restructuring agreement has
been signed between KPP, Antalis and the lenders of Antalis’ existing syndicated credit facility on
31st March 2020, providing for a the refinancing of € 100 million of the outstanding facility amount,and the write-off of the remainder. For reference, the syndicated credit facility amount as of 31stDecember 2019 was € 287.1 million. This write-off is conditional notably on the closing of theacquisition by KPP of Sequana’s and Bpifrance’ shares held in Antalis.
After closing of the transaction as the case may be, KPP would file a simplified mandatory
tender offer with the AMF, on the remaining shares it will not hold after the effective transfer to
KPP of the shares held by Sequana and Bpifrance, for a price per share equal to €0.73. The tender
offer would be followed by a squeeze-out launched at the same price, to complete delistingprocedure, if the legal requirements are met.
Purpose and Background of the Transaction
With our management philosophy of establishment of recycling-based society and contribution topromoting education, culture and industry, we operate our business in Japan as well as Asia Pacific.
During the “business development period” in our second mid-term management plan, we are
professing to pursue sustainable growth by acquiring external resources (inorganic growth).
Antalis is one of the largest paper distributors in Europe, and they are distributing paper andpaper-related products in 41 countries, mainly in Europe, including South America and Asia Pacificas a leading company. Their strength is in packaging business, high growth business post graphic
paper, as well as visual communication business (sigh and display), and they are reforming businessportfolio and investing in e-commerce business.
We concluded to agree this Put Option Agreement and Share Purchase Agreement based onfollowing expectations; a greater complementary relationship between Antalis with business base inEuropean countries and KPP with base in Asia Pacific; and synergies in product development andbranding improvement with Antalis. By having Antalis under our group and the combination ofthe trade business of KPP’s international business and Antalis’s paper distribution business, we
expect this will contribute to strengthening competitiveness with expansion. We will work hard toachieve sustainable growth by as well as in Asia Pacific, global business expansion including inEurope.