MIAMISBURG, Ohio, Jan. 24, 2020 /PRNewswire/ -- Verso Corporation
(NYSE: VRS) ("Verso" or the "Company") in connection with the proxy
contest being waged by Atlas/Blue Wolf, a stockholder currently
attempting to gain 50% of the non-management seats on the Company's
board of directors following multiple failed attempts to gain
control of the Company during the period December 22, 2017 to June
14, 2020, offered the following additional information to
stockholders:
- Atlas/Blue Wolf made a premium cash bid for the acquisition of
all of the Company's Stock in December
2017, which was followed by active but protracted
negotiations over a six-month period.
- During negotiations, Atlas/Blue Wolf made multiple material
amendments to their bid, including changes to the proposed amounts
and forms of consideration, and changes to the proposed transaction
structure, including the contribution of their then wholly-owned
privately held portfolio company, Twin Rivers Paper Company.
- By June 2018, the negotiations
stalled and, in July 2018, Atlas Blue
Wolf requested that the Company relieve them of previously agreed
upon customary standstill obligations, so as to enable Atlas/Blue
Wolf to make open market purchases of the Company's common stock.
That request was denied.
- Following the expiration of the customary standstill provision,
Atlas/Blue Wolf increased its ownership and, in 2019, made several
acquisition proposals to the Company, including an arguably
coercive tender proposal so as to own 50.2% of the Company's
outstanding stock and a proposal to make a preferred investment
coupled with board representation.
- The Company advised Atlas/Blue Wolf that it was prepared to
engage in renewed discussions, provided that Atlas/Blue Wolf
execute a new confidentiality agreement with a customary
standstill, which Atlas/Blue Wolf refused to do.
- On June 13, 2019, the Company
adopted a stockholder rights plan so as to thwart hostile takeover
attempts of the Company that would not benefit all stockholders.
Stockholders are being asked to vote on the Stockholder Rights Plan
at the Annual Meeting.
- On June 26, 2019, Atlas/Blue
Wolf's affiliate nominated four (4) director nominees for election
at the Annual Meeting. At the time, the Verso board of directors
had four (4) members.
- On September 20, 2019, Atlas/Blue
Wolf filed a Schedule 13D, which was subsequently amended in
October and December 2019.
- On December 5, 2019, Atlas/Blue
Wolf filed a preliminary proxy statement setting forth three (3)
director nominees for election at the Verso Annual Meeting.
- On December 10
2019, Atlas/Blue Wolf rejected the Company's then proposed
cooperation agreement, related to a settlement proposal that would
have provided Atlas/Blue Wolf with two seats on the Verso board.
Among other things, Atlas/Blue Wolf rejected and refused to agree
to customary standstill provisions, so as to continue to allow
Atlas/Blue Wolf to acquire and to trade in the Company's stock, to
enter into voting arrangements or form 13(d) groups with other
stockholders and to make proposals with respect to business
combinations or other type of transactions.
This highly unusual background between Atlas/Blue Wolf and the
Company, coupled with Atlas/Blue Wolf's insistence on the ability
of its nominees to freely share material, non-public information
with Atlas/Blue Wolf and continue trading Verso stock, underscores
the Company's concerns that Atlas/Blue Wolf is only seeking to
advance its own agenda to the detriment of Verso's other
stockholders.
The Company does not believe that the proxy contest being waged
by Atlas/Blue Wolf relates to governance practices or the need to
see additional information on the Pixelle Transaction. Rather,
Verso, based upon its extensive background with Atlas/Blue Wolf,
believes that the proxy contest is yet another attempt by
Atlas/Blue Wolf to accomplish their objective of controlling the
Company, given that the outcome could effectively result in Atlas
becoming a "controlling stockholder." Verso believes that the proxy
contest is directly related to Atlas/Blue Wolf's objective to
control the Company, this time, however, without paying anything to
stockholders.
Vote "FOR" the Pixelle Transaction and "FOR" Verso's Director
Nominees on the WHITE Proxy Card Today. Stockholders are also
encouraged to support the other proposals that are being presented
at the Annual Meeting, including the ratification of Verso's
Stockholder Rights Plan.
The Verso Board unanimously urges all stockholders to use the
WHITE proxy card to vote "FOR" the Pixelle Transaction in
accordance with the Glass Lewis and ISS recommendations and "FOR"
Verso's highly qualified director nominees: Dr. Robert K. Beckler, Paula
H.J. Cholmondeley, Randy J.
Nebel, Steven D. Scheiwe,
Jay Shuster, Adam St. John and Nancy
M. Taylor.
The Board advises all stockholders to simply discard any BLUE
proxy card or other proxy materials received from Atlas/Blue
Wolf.
If you have questions or need assistance in voting your
WHITE proxy card please contact:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
proxy@mackenziepartners.com
(212) 929-5500
or
Toll-Free (800) 322-2885
About Verso
Verso Corporation is the turn-to company for those looking to
successfully navigate the complexities of paper sourcing and
performance. A leading North American producer of specialty and
graphic papers, packaging and pulp, Verso provides insightful
solutions that help drive improved customer efficiency,
productivity, brand awareness and business results. Verso's
long-standing reputation for quality and reliability is directly
tied to our vision to be a company with passion that is respected
and trusted by all. Verso's passion is rooted in ethical business
practices that demand safe workplaces for our employees and
sustainable wood sourcing for our products. This passion, combined
with our flexible manufacturing capabilities and an unmatched
commitment to product performance, delivery and service, make Verso
a preferred choice among commercial printers, paper merchants and
brokers, converters, publishers and other end users. For more
information, visit us online at versoco.com.
Forward-Looking Statements
In this press release, all statements that are not purely
historical facts are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, or
"Securities Act," and Section 21E of the Securities Exchange Act of
1934, as amended, or "Exchange Act." Forward-looking statements may
be identified by the words "believe," "expect," "anticipate,"
"project," "plan," "estimate," "intend" and other similar
expressions. They include, for example, statements relating to our
business and operating outlook; assessment of market conditions;
and the growth potential of the industry in which we operate.
Forward-looking statements are based on currently available
business, economic, financial and other information and reflect
management's current beliefs, expectations and views with respect
to future developments and their potential effects on us. Actual
results could vary materially depending on risks and uncertainties
that may affect us and our business. The following factors, among
others, could cause actual results to differ from those set forth
in the forward-looking statements: the long-term structural decline
and general softening of demand facing the paper industry; our
exploration of strategic alternatives, including the possible sale
or merger of our entire company or a material portion of our
business and our ability to consummate any such strategic
transactions, including the proposed sale of our Androscoggin Mill
and Stevens Point Mill; the risk that the purchase agreement for
the sale transaction would limit our ability to pursue other
strategic alternatives to the sale transaction; the risk that the
purchase agreement for the sale transaction might expose us to
contingent liabilities; risks related to our ability to obtain
stockholder approval for the sale transaction; the risk that the
pending sale transaction could create unknown impacts on our future
prospects; the risk that the amount of net proceeds that we would
receive from the sale transaction is subject to uncertainties; the
risk that stockholders are not guaranteed to receive any of the
proceeds from the sale transaction; the risk that management could
spend or invest the net proceeds from the sale transaction in ways
against stockholders' wishes; the risk that some of our executive
officers might have interests in the sale transaction that might be
in addition to, or different from, stockholders' interests; the
risk that our business following the sale transaction would be
reduced and less diversified; the risk that we would be unable to
compete with respect to certain specialty paper products for two
years after the closing of the sale transaction; the risk that we
may be unable to obtain governmental and regulatory approvals
required for the sale transaction, or required governmental and
regulatory approvals may delay the transaction or result in the
imposition of conditions that could cause the parties to abandon
the sale transaction; the risk that an event, change or other
circumstances could give rise to the termination of the sale
transaction; the risk that failure to consummate the sale
transaction might materially and adversely affect our business,
financial condition and results of operation; the risk that a
condition to closing of the sale transaction may not be satisfied;
the risk that we would be required to pay a termination fee or
expense reimbursement if the purchase agreement for the sale
transaction is terminated under specified circumstances, which
might discourage third parties from submitting an alternative
proposal; the timing to consummate the sale transaction; the risk
that any announcement relating to the sale transaction could have
adverse effects on the market price of our common stock; the risk
of and the outcome of any pending or threatened litigation related
to the sale transaction or the Annual Meeting; the risk of
disruption from the sale transaction making it more difficult to
maintain relationships with customers, employees or suppliers; the
diversion of management time on transaction-related issues; our
adoption of a limited duration stockholder rights plan and its
ability to delay or discourage a merger, tender offer or change of
control; negative effects of a proxy contest and the actions of
activist stockholders; developments in alternative media, which
have and are expected to continue to adversely affect the demand
for some of our key products, and the effectiveness of our
responses to these developments; intense competition in the paper
manufacturing industry; our dependence on a small number of
customers for a significant portion of our business; any additional
closure and other restructuring costs; our limited ability to
control the pricing of our products or pass through increases in
our costs to our customers; changes in the costs of raw materials
and purchased energy; negative publicity, even if unjustified; any
failure to comply with environmental or other laws or regulations,
even if inadvertent; legal proceedings or disputes; any labor
disputes; our ability to continue to execute and implement our
strategic plan; our initiatives to improve our financial and
operational performance and increase our growth and profitability;
our future operational and financial performance; the effect that
the election of Atlas/Blue Wolf's nominees to our board of
directors will have on our execution of our long-term plan and
long-term stockholder value; the future effect of our strategic
plan on our probability, growth and stockholder return; and the
potential risks and uncertainties described in Part I, Item 1A,
"Risk Factors" of our Annual Report on Form 10-K for the year ended
December 31, 2018, as amended, Part
I, Item 2, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," Part II, Item 1A, "Risk
Factors" of our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2019, and "Risk Factors
Relating to the Sale Proposal" of our definitive proxy statement
filed with the SEC on December 30,
2019, as such disclosures may be amended, supplemented or
superseded from time to time by other reports we file with the SEC,
including subsequent annual reports on Form 10-K and quarterly
reports on Form 10-Q. We assume no obligation to update any
forward-looking statement made in this press release to reflect
subsequent events or circumstances or actual outcomes.
Additional Information and Where to Find It
In connection with the solicitation of proxies concerning the
matters to be considered at the Annual Meeting, including the
proposed sale transaction, the Company has filed a definitive proxy
statement, WHITE proxy card and other materials with the SEC. WE
URGE INVESTORS TO READ THE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY
CARD, AND ANY OTHER MATERIALS FILED WITH THE SEC CAREFULLY BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE MATTERS TO BE CONSIDERED AT THE
ANNUAL MEETING. Investors may obtain copies of these documents free
of charge at the SEC's website (www.sec.gov) and from the
Company.
Participants in the Solicitation
The Company, its directors, executive officers and other persons
related to the Company may be deemed to be participants in the
solicitation of proxies from the Company's stockholders in
connection with the matters to be considered at the Annual Meeting,
including the proposed sale transaction. Information about the
directors and executive officers of the Company and their ownership
of Company common stock is set forth in the definitive proxy
statement for the Annual Meeting. Other information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
is also in the definitive proxy statement for the Annual Meeting
and other relevant materials to be filed with the SEC when such
materials become available.
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SOURCE Verso Corporation