MIAMISBURG, Ohio, March 11, 2022 /PRNewswire/ -- Verso Corporation
(NYSE: VRS) ("Verso") announced that, at a special meeting of
stockholders held today, its stockholders voted to approve the
previously announced merger with BillerudKorsnäs AB
("BillerudKorsnäs") as well as other related proposals.
The merger proposal was supported by approximately 98.5% of
votes cast, representing approximately 73% of outstanding shares of
Verso's common stock. The final voting results of the special
meeting, as tabulated by an independent inspector of elections,
will be filed as part of a Form 8-K with the U.S. Securities and
Exchange Commission.
Verso and BillerudKorsnäs now expect the merger to close in
late-March or April of 2022, subject to the satisfaction of
customary closing conditions, including the receipt of approvals
from the Nuclear Regulatory Commission and the Public Service
Commission of Wisconsin. The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 ("HSR") expired effective February 10, 2022. The State of Wisconsin
Department of Health Services consented to the transaction on
February 25, 2022 and the Federal
Energy Regulatory Commission issued an order authorizing the
transaction on March 8, 2022.
About Verso
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; 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;
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 February 28, 2022, and any further disclosures
Verso makes in Current Reports on Form 10-Q or 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.
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.
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SOURCE Verso Corporation