MIAMISBURG, Ohio, Feb. 8, 2022 /PRNewswire/ -- Verso
Corporation (NYSE: VRS) ("Verso") today announced the filing of a
definitive proxy statement for a special meeting of stockholders,
at which Verso stockholders will consider and vote upon various
items related to the proposed and previously announced transaction
with BillerudKorsnäs AB ("BillerudKorsnäs").
If approved, all Verso stockholders will receive $27.00 per share in cash upon closing of the
transaction, representing immediate and certain value at a
significant premium. The consideration corresponds to a premium of
approximately 57% compared to the unaffected closing price of
Verso's shares on July 9, 2021, the day prior to the
submission of an unsolicited, non-binding proposal to acquire Verso
for $20.00 per share in cash, and a 35% premium over that
unsolicited proposal.
As outlined in the definitive proxy and previously announced,
this agreement follows careful consideration and multiple rounds of
negotiation led by the Special Committee of our Board which was
formed following receipt of the unsolicited proposal. The Board and
the Special Committee determined that the BillerudKorsnäs offer was
clearly superior to any alternative transaction or the
risk-adjusted value that could reasonably be achieved through
continued execution of Verso's standalone plan and is confident
that the proposed transaction is in the best interests of all Verso
stockholders.
The special meeting will be held virtually via live webcast at
10:00 a.m. Eastern Time on March, 11,
2022, and can be accessed by visiting
www.virtualshareholdermeeting.com/VRS2022SM. Stockholders of record
as of the close of business on the established record date of
February 7, 2022, will be entitled to
vote their shares at the special meeting. Verso will mail its
definitive proxy statement and a proxy card to Verso's stockholders
entitled to vote at a special meeting. The Verso Board of Directors
unanimously recommends that stockholders vote "FOR" the merger with
BillerudKorsnäs as well as the other proposals set forth in the
proxy statement.
The transaction is expected to close during the second quarter
of 2022, subject to the approval of Verso's stockholders, as well
as receipt of regulatory approvals and satisfaction of other
customary closing conditions. Regulatory approvals include U.S.
antitrust approval as well as approval from relevant state and
federal energy regulatory authorities in the U.S.
About Verso Corporation
Verso Corporation is a leading
American owned and operated producer of graphic, specialty and
packaging paper and market pulp, with a long-standing reputation
for quality and reliability. Verso's graphic paper products are
designed primarily for commercial printing, advertising and
marketing applications, including direct mail, catalogs, corporate
collateral, books and magazines. Verso's specialty paper products
include release liner papers and label face stock for pressure
sensitive, glue-applied and laminate applications. Verso produces
packaging paper used in higher-end packaging and printing
applications such as greeting cards, book covers, folders, labels
and point-of-purchase displays. Verso also makes market pulp used
in printing, writing, specialty and packaging papers, facial and
toilet tissue, and paper towels. For more information, visit us
online at versoco.com.
Forward Looking Statements
This release contains
"forward-looking statements" regarding Verso, BillerudKorsnäs or
their respective management's future expectations, beliefs,
intentions, goals, strategies, plans and prospects, which, in the
case of Verso, are made in reliance on the "safe harbor" provisions
within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements involve substantial risks,
known and unknown, uncertainties, assumptions and other factors
that may cause actual results, performance or achievements to
differ materially from future results expressed or implied by such
forward-looking statements including, but not limited to, the
occurrence of any event, change or other circumstances that could
give rise to the right of one or both of Verso or BillerudKorsnäs
to terminate the merger agreement; the ability to obtain regulatory
approvals and/or meet other closing conditions to the proposed
merger on a timely basis or at all; the ability to obtain approval
by Verso stockholders; difficulties and delays in integrating
Verso's and BillerudKorsnäs' businesses; risks that the proposed
merger disrupts Verso or BillerudKorsnäs current plans and
operations; failing to realize anticipated synergies, cost savings
and other anticipated benefits of the proposed merger when expected
or at all; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
proposed merger; the risk that unexpected costs will be incurred;
uncertainties as to BillerudKorsnäs' ability to obtain financing in
order to consummate the merger; the ability of Verso or
BillerudKorsnäs to retain and hire key personnel; the diversion of
management's attention from ongoing business operations;
uncertainty as to the price of Verso common stock; the outcome of
any legal proceedings that may be instituted against Verso,
BillerudKorsnäs or their respective directors and officers; changes
in global, political, economic, business, competitive, market and
regulatory forces; changes in laws and regulations or the
interpretation or enforcement thereof; changes in rates and
policies; future business acquisitions or disposals; competitive
developments; and the timing and occurrence (or non-occurrence) of
other events or circumstances that may be beyond Verso's and
BillerudKorsnäs' control. These and other risks, uncertainties,
assumptions and other factors may be amplified or made more
uncertain by the COVID-19 pandemic, which has caused significant
economic uncertainty. The extent to which the COVID-19 pandemic
impacts Verso's and BillerudKorsnäs' businesses, operations and
financial results, including (without limitation) the duration and
magnitude of such effects, will depend on numerous factors, which
are unpredictable, including, but not limited to, the duration and
spread of the outbreak, its severity, the actions taken to contain
the virus or treat its impact, and how quickly and to what extent
normal economic and operating conditions can resume.
Forward-looking statements generally relate to future events or
Verso's and BillerudKorsnäs' future financial or operating
performance and include, without limitation, statements relating to
the proposed merger and the potential impact of the COVID-19
outbreak on Verso's and BillerudKorsnäs' businesses and operations.
In some cases, you can identify forward-looking statements because
they contain words such as "anticipates," "believes,"
"contemplates," "could," "seeks," "estimates," "intends,"
"targets", "expects", "allows", "enables", "may," "plans,"
"potential," "predicts," "projects," "should," "will," "would" or
similar expressions and the negatives of those terms.
While forward-looking statements are Verso's and
BillerudKorsnäs' current predictions at the time they are made, you
should not rely upon them. Forward-looking statements represent
Verso's and BillerudKorsnäs' management's beliefs and assumptions
only as of the date of this release, unless otherwise indicated,
and there is no implication that the information contained in this
release is made subsequent to such date. For additional information
concerning factors that could cause actual results and outcomes to
differ materially from those expressed or implied in the
forward-looking statements, please refer to the cautionary
statements and risk factors included in Verso's filings with the
SEC, including the definitive proxy statement filed with the SEC on
February 8, 2022, Verso's Annual
Report on Form 10-K filed with the SEC on March 1, 2021, Verso's Quarterly Reports on Form
10-Q and any further disclosures Verso makes in Current Reports on
Form 8-K. Verso's SEC filings are available electronically on
Verso's investor website at https://investor.versoco.com/ or the
SEC's website at www.sec.gov.
For additional information concerning factors that could cause
future results to differ from those expressed or implied in the
forward-looking statements, please refer to BillerudKorsnäs'
non-exhaustive list of key risks and cautionary statements included
in BillerudKorsnäs' Annual Report, which is available
electronically on www.billerudkorsnas.com/investors. Except as
required by law, Verso and BillerudKorsnäs assume no obligation to
update these forward-looking statements or this release, or to
update, supplement or correct the information set forth in this
release or the reasons actual results could differ materially from
those anticipated in the forward-looking statements, even if new
information becomes available in the future. All subsequent written
and oral forward-looking statements attributable to Verso or
BillerudKorsnäs or any person acting on behalf of either party are
expressly qualified in their entirety by the cautionary statements
referenced above.
All subsequent written and oral forward-looking statements
attributable to Verso, BillerudKorsnäs or any person acting on
behalf of either party are expressly qualified in their entirety by
the cautionary statements referenced above.
Additional Information and Where to Find It
In
connection with the proposed merger, on February 8, 2022, Verso filed with the SEC and
furnished to its stockholders a definitive proxy statement on
Schedule 14A and accompanying WHITE proxy card, as well as other
relevant documents regarding the proposed merger. Promptly after
filing its definitive proxy statement with the SEC, Verso will mail
its definitive proxy statement and a proxy card to Verso's
stockholders entitled to vote at a special meeting relating to the
proposed merger, seeking their approval of the respective
merger-related proposals. The definitive proxy statement contains
important information about the proposed merger and related
matters. STOCKHOLDERS AND SECURITY HOLDERS OF VERSO ARE URGED TO
READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
MERGER THAT VERSO WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VERSO, THE
MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER
AGREEMENT THAT HOLDERS OF VERSO'S SECURITIES SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING VOTING. This release is not a
substitute for the definitive proxy statement or for any other
document that Verso may file with the SEC and send to its
stockholders in connection with the proposed merger. The proposed
merger will be submitted to Verso's stockholders for their
consideration.
Investors and security holders may obtain copies of these
documents and any other documents filed with or furnished to the
SEC by Verso free of charge through the website maintained by the
SEC at www.sec.gov, or on Verso's investor website,
https://investor.versoco.com/.
Participants in the Solicitation
Verso and its
respective directors and certain of its respective executive
officers and employees will be deemed to be participants in the
solicitation of proxies in respect of the proposed merger under the
rules of the SEC. Information about Verso's directors and executive
officers is available in Verso's definitive proxy statement filed
by Verso with the SEC on February 8,
2022. This document is available free of charge from the
sources indicated above, and from Verso by going to its investor
relations page on its corporate website at
https://investor.versoco.com/. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
is contained in the definitive proxy statement and other relevant
materials to be filed with the SEC regarding the proposed merger
when they become available. Investors should read the definitive
proxy statement carefully before making any voting or investment
decisions. You may obtain free copies of this document from Verso
using the sources indicated above.
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SOURCE Verso Corporation