MIAMISBURG, Ohio, Jan. 21, 2022 /PRNewswire/ -- Verso
Corporation (NYSE: VRS) ("Verso") today announced the filing of a
preliminary 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 preliminary proxy statement provides detailed disclosure
regarding, among other things, the robust process overseen by the
Special Committee, the Special Committee's consideration of
indications of value, the fairness opinion received from Rothschild
& Co., its financial advisor, regarding the merger
consideration and the analysis underlying that opinion, the Special
Committee's efforts to seek the best price reasonably available for
stockholders, and the Board and the Special Committee's rationale
for accepting BillerudKorsnäs' offer as being in the best interests
of stockholders.
As outlined in the preliminary proxy statement and as previously
announced, Verso formed a Special Committee of the Board to review
an unsolicited proposal from a stockholder in July 2021 and alternatives thereto. In addition
to, and prompted by, the initial proposal from the stockholder,
Verso received an indication of interest from BillerudKorsnäs,
which, following careful negotiations and discussions led by the
Special Committee and its advisors, ultimately resulted in a final
offer of $27.00 per share in cash.
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.
The Board and the Special Committee determined that this 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 provides the best alternative for all
stockholders.
The Board encourages Verso stockholders to read the preliminary
proxy statement which outlines the compelling rationale for
consummating this transaction. When available, Verso will file its
definitive proxy statement with the SEC, and 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.
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 preliminary proxy statement filed with the SEC
on January 20, 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 January 20, 2022, Verso filed with the SEC a
preliminary proxy statement, and will file with the SEC and furnish
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 preliminary proxy statement and the definitive proxy
statement (when it becomes available) will contain 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
preliminary proxy statement and the definitive proxy statement
(when it becomes available) 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 preliminary proxy statement filed
by Verso with the SEC on January 20,
2022, and will be set forth in the definitive proxy
statement with respect to the proposed merger (when filed by the
Company with the SEC).These documents are 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,
will be contained in the preliminary proxy statement and the
definitive proxy statement (when it becomes available) and other
relevant materials to be filed with the SEC regarding the proposed
merger when they become available. Investors should read the
preliminary proxy statement and the definitive proxy statement
carefully (when it becomes available) before making any voting or
investment decisions. You may obtain free copies of these documents
from Verso using the sources indicated above.
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SOURCE Verso Corporation