Early Termination of Hart-Scott-Rodino Waiting Period Received in Connection with SCA's Acquisition of Wausau Paper Corp.
November 17 2015 - 4:47PM
Business Wire
SCA (NASDAQ OMX Stockholm: SCA), a leading global hygiene and
forest products company, and Wausau Paper Corp. (“Wausau Paper”)
(NYSE:WPP), a North American Away-from-Home tissue company, today
announced early termination of the waiting period required under
the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, in connection with SCA’s agreement to acquire Wausau Paper
for USD 10.25 per share or total consideration of USD 513 million
(approximately SEK 4.2 billion) in cash.
As previously announced on October 13, 2015, the acquisition is
a strategic fit for SCA and strengthens the company’s presence in
North America. The Wausau Paper portfolio complements SCA’s
offerings in North America and gives the company access to premium
tissue production in the region. The combined operations will
provide SCA and Wausau customers with access to a comprehensive
portfolio of food service offerings and premium tissue and washroom
products.
The transaction is expected to close during Q1 2016, subject to
approval by the Wausau Paper shareholders and other customary
closing conditions.
About SCA
SCA is a leading global hygiene and forest products company. The
Group develops and produces sustainable personal care, tissue and
forest products. Sales are conducted in about 100 countries under
many strong brands, including the leading global brands TENA and
Tork, and regional brands, such as Libero, Libresse, Lotus,
Nosotras, Saba, Tempo and Vinda. As Europe’s largest private forest
owner, SCA places considerable emphasis on sustainable forest
management. The Group has about 44,000 employees. Sales in 2014
amounted to approximately SEK 104bn (EUR 11.4bn). SCA was founded
in 1929, has its headquarters in Stockholm, Sweden, and is listed
on NASDAQ OMX Stockholm. More information at www.sca.com.
About Wausau Paper
Wausau Paper produces a complete line of Away-from-Home towel
and tissue products that are marketed along with soap and
dispensing system products under a number of brands including
Artisan™, DublNature®, DublSoft®, EcoSoft®, and related custom
brands. Wausau Paper is listed on the NYSE under the symbol WPP. To
learn more about Wausau Paper, visit wausaupaper.com.
Caution Regarding Forward Looking Statements:
This press release includes “forward-looking statements” as
defined by the Securities and Exchange Commission, or SEC. We make
these forward-looking statements in reliance on the safe harbor
protections provided under the Private Securities Litigation Reform
Act of 1995. All statements, other than statements of historical
facts, included in this release that address activities, events or
developments that we expect, believe or anticipate will or may
occur in the future, including our statements relating to the
proposed acquisition and its anticipated benefits if consummated,
are forward-looking statements. These forward-looking statements
are based on assumptions which we believe are reasonable based on
current expectations and projections about future events and
industry conditions and trends affecting our business. However,
whether actual results and developments will conform to our
expectations and predictions is subject to a number of risks and
uncertainties that, among other things, could cause actual results
to differ materially from those contained in the forward-looking
statements, including the risk factors described in Wausau Paper’s
reports with the SEC, including Wausau Paper’s Annual Report on
Form 10-K and subsequently filed Quarterly Reports on Form 10-Q and
the following:
Proposed Acquisition Risks and Uncertainties
- SCA’s business and the business of
Wausau Paper may not be integrated successfully or such integration
may be more difficult, time-consuming or costly than expected;
- Expected combination benefits from the
proposed acquisition may not be fully-realized or realized within
the expected time frame;
- Wausau Paper’s shareholders may not
approve the acquisition;
- The regulatory approvals and any other
required approvals in connection with the acquisition may not be
obtained on the proposed terms or on the anticipated schedule;
- Revenues following the acquisition may
be lower than expected; and
- Operating costs, customer loss and
business disruption, including difficulties in maintaining
relationships with employees, customers, clients or suppliers, may
be greater than expected following the acquisition.
New factors that could cause actual results to differ materially
from those described in forward-looking statements emerge from time
to time, and it is not possible to predict all such factors, or the
extent to which any such factor or combination of factors may cause
actual results to differ from those contained in any
forward-looking statement. We assume no obligation to update
publicly any such forward-looking statements, whether as a result
of new information, future events, or otherwise.
Additional Information:
This communication may be deemed solicitation material in
respect of the proposed acquisition of Wausau Paper by SCA. In
connection with the proposed acquisition, Wausau Paper plans to
file with the SEC and furnish to its shareholder a proxy statement
and other relevant documents. Wausau Paper’s shareholders are urged
to read the proxy statement when it becomes available and any other
documents to be filed with the SEC in connection with the proposed
acquisition or incorporated by reference in the proxy statement
because they will contain important information about the proposed
acquisition. Such proxy statement, when it becomes available, can
be obtained for viewing, printing, and downloading from Wausau
Paper’s website at www.wausaupaper.com. Other SEC filings
containing information about each party to the proposed merger
transaction can be obtained for viewing, printing, and downloading
(without charge) at the SEC’s internet site (http://www.sec.gov).
Wausau Paper will furnish to any of its shareholders (without
charge) a copy of the proxy statement and the filings with the SEC
that will be incorporated by reference therein, when the documents
become available, upon written or oral request to the Secretary,
Wausau Paper Corp., 100 Paper Place, Mosinee, WI 54455.
The directors and executive officers of each party may be deemed
to be participants in the solicitation of proxies from Wausau
Paper’s shareholders in respect of the proposed acquisition.
Information regarding the directors and executive officers of
Wausau Paper is currently available in its proxy statement for its
2015 annual meeting of shareholders filed with the SEC by Wausau
Paper on April 10, 2015. Information regarding the directors and
executive officers of SCA is currently available on its website at
www.sca.com/en/About_SCA/Corporate_Governance/. Other information
regarding the participants in such proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy statement and
other relevant materials that will be filed by Wausau Paper with
the SEC when they become available.
Any information concerning Wausau Paper contained in this
document has been taken from, or is based upon, publicly available
information. Although we do not have any information that would
indicate that the information contained in this document that has
been taken from such documents is inaccurate or incomplete, we do
not take any responsibility for the accuracy or completeness of
such information.
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version on businesswire.com: http://www.businesswire.com/news/home/20151117006998/en/
For SCA:SCA Group Media RelationsLinda Nyberg, +46 8 788
51 58VP Media RelationsorSCA Media Relations North AmericaLiz
Cohen, +1-212-445-8044orKelly Clausen, +1-212-445-8368orSCA
Investor Relations:Johan Karlsson, +46 8 788 51 30VP Investor
RelationsorFor Wausau Paper:Media:Sard Verbinnen &
Co.Jim Barron, +1-212-687-8080orMeghan Gavigan,
+1-212-687-8080orBrandon Messina, +1-212-687-8080orWausau Paper
Investor Relations:Perry Grueber, +1-715-692-2056Director Investor
Relations
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