Clearwater Paper Corporation (NYSE: CLW) (“Clearwater
Paper”) today announced the pricing of the Total Consideration to
be paid in connection with the cash tender offer (the “Tender
Offer”) to purchase any and all of Cellu Tissue Holdings, Inc.’s
(“Cellu Tissue”) outstanding 11½% Senior Secured Notes due 2014
(the “Cellu Notes”).
The Tender Offer is being made upon the terms and subject to the
conditions set forth in Clearwater Paper’s Offer to Purchase dated
November 5, 2010 (the “Offer to Purchase”) and in connection with
the Agreement and Plan of Merger, dated as of September 15,
2010 (the “Merger Agreement”), among Clearwater Paper, Cellu
Tissue, and Sand Dollar Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Clearwater Paper
(“Merger Sub”), pursuant to which, subject to the satisfaction of
certain conditions, Merger Sub will merge with and into Cellu
Tissue (the “Merger”). As a result of the Merger, Cellu Tissue will
become a wholly-owned subsidiary of Clearwater Paper.
The Expiration Date for the Tender Offer is 11:00 a.m., New York
City time, on December 27, 2010, unless further extended by
Clearwater Paper pursuant to the terms of the Offer to
Purchase.
As of 5:00 p.m., New York City time, on December 10, 2010,
tenders had been received from holders of $234.366 million (99.95%)
in aggregate principal amount of the Cellu Notes. Holders who
validly tendered their Cellu Notes on or before November 30, 2010
and have such Cellu Notes accepted for payment by Clearwater Paper
will receive $1,160.71 per $1,000 principal amount of Cellu Notes,
which includes an early tender payment of $30.00 per $1,000
principal amount of Cellu Notes, plus accrued and unpaid interest
up to, but not including, the payment date (the “Payment Date”).
Holders who tender their Cellu Notes after November 30, 2010 but on
or prior to the Expiration Date will not receive the $30.00 per
$1,000 principal amount of Cellu Notes early tender payment, and
therefore will receive $1,130.71 per $1,000 principal amount of
Cellu Notes validly tendered, plus accrued and unpaid interest up
to, but not including, the Payment Date.
The Total Consideration of $1,160.71 per $1,000 principal amount
of Cellu Notes validly tendered on or before November 30, 2010 was
calculated based on the present value on the Payment Date of the
sum of the Redemption Price on the Redemption Date plus interest
payments to, but not including, the Redemption Date, determined
using a discount factor equal to the yield on December 13, 2010 of
the Reference Security plus a fixed spread of 50 basis points. The
Reference Yield and the Offer Yield, as such terms are used in the
Offer to Purchase, are 0.197% and 0.697%, respectively.
The Withdrawal Time relating to the Tender Offer expired at 5:00
p.m., New York City time, on Friday, November 19, 2010. As a
result, all Cellu Notes previously tendered and any Cellu Notes
that are properly tendered after the date hereof may not be
withdrawn unless Clearwater Paper makes a material change to the
terms of the Tender Offer or is otherwise required by law to permit
withdrawal.
The Tender Offer is conditioned upon the satisfaction of, or,
where applicable, Clearwater Paper’s waiver of, certain conditions,
including that all of the conditions precedent to the closing of
the Merger as set forth in the Merger Agreement shall have been
satisfied or waived, and certain other customary conditions.
The complete terms and conditions of the Tender Offer are
described in the Offer to Purchase, a copy of which may be obtained
by contacting D. F. King & Co., Inc., the information agent for
the Tender Offer, at (800) 431-9643 (U.S. toll-free). BofA Merrill
Lynch is the exclusive dealer manager for the Tender Offer.
Additional information concerning the Tender Offer may be obtained
by contacting BofA Merrill Lynch, Debt Advisory Services, at (980)
388-9217 (collect) or (888) 292-0070 (U.S. toll-free).
This press release does not constitute an offer to purchase the
Cellu Notes. No offer, solicitation, purchase or sale will be made
in any jurisdiction in which such an offer, solicitation, or sale
would be unlawful. The Tender Offer is being made solely pursuant
to the Offer to Purchase and related transmittal documents.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements
that involve risks and uncertainties, including, but not limited
to, statements regarding the Tender Offer. These forward-looking
statements are based on Clearwater Paper’s current expectations,
estimates and assumptions that are subject to change, and actual
results may differ materially from the forward-looking statements.
Factors that could cause actual results to differ materially
include, but are not limited to, the risk that the conditions to
the Tender Offer may be delayed or not occur. For a discussion of
additional factors that may cause results to differ, see Clearwater
Paper’s public filings with the Securities and Exchange Commission.
These forward-looking statements speak only as of the date thereof.
Clearwater Paper does not undertake to update any forward-looking
statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
On December 1, 2010, Cellu Tissue filed with the SEC a
definitive proxy statement and other relevant material in
connection with the Merger. The definitive proxy statement has been
sent or given to the stockholders of Cellu Tissue. Before making
any voting or investment decision with respect to the Merger,
investors and stockholders of Cellu Tissue are urged to read the
proxy statement and the other relevant material because they
contain important information about the Merger. The proxy statement
and other relevant materials, and any other documents filed by
Cellu Tissue with the SEC, may be obtained free of charge at the
SEC's website at www.sec.gov, at Cellu Tissue’s Investor Relations
website at cellutissue.com/investor (click “SEC filings”) or from
Cellu Tissue by contacting Investor Relations by mail at 1855
Lockeway Drive, Suite 501, Alpharetta, Georgia 30004, Attention:
Investor Relations, or by telephone at 678-393-2651.
PARTICIPANTS IN THE SOLICITATION
Clearwater Paper and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from Cellu
Tissue stockholders in connection with the proposed Merger.
Information about Clearwater Paper’s directors and executive
officers is set forth in Clearwater Paper’s proxy statement on
Schedule 14A filed with the SEC on March 29, 2010 and its Annual
Report on Form 10-K for the year ended December 31, 2009 filed with
the SEC on February 26, 2010. Additional information regarding the
interests of participants in the solicitation of proxies in
connection with the Merger is included in the definitive proxy
statement that Cellu Tissue filed with the SEC on December 1,
2010.
ABOUT CLEARWATER PAPER
Clearwater Paper manufactures quality consumer tissue, bleached
paperboard and wood products at six facilities across the country.
The company is a premier supplier of private label tissue to major
retail grocery chains, and also produces bleached paperboard used
by quality-conscious printers and packaging converters. Clearwater
Paper’s 2,500 employees build shareholder value by developing
strong customer partnerships through quality and service.
For additional information on Clearwater
Paper, please visit our website at
www.clearwaterpaper.com.
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