MIAMISBURG, Ohio, June 17, 2019 /PRNewswire/ -- Verso
Corporation (NYSE: VRS) ("Verso" or the "Company") today announced
that its Board of Directors (the "Board") has unanimously adopted a
limited duration stockholder rights plan (the "Rights Plan"),
following the Board's evaluation and consultation with the
Company's advisors, and has declared a dividend distribution of one
right ("Right") for each outstanding share of common stock. The
record date for such dividend distribution is June 27, 2019. Unless and until a triggering
event occurs and these Rights become exercisable, the Rights will
trade with the shares of the Company's common stock.
The adoption of the Rights Plan is intended to protect Verso and
its stockholders from the actions of third-parties that the Board
determines are not in the best interests of Verso and its
stockholders, and to enable all stockholders to realize the
long-term value of their investment. The Rights Plan also protects
Verso from any efforts to obtain control while it is conducting its
strategic alternatives process so that it can maximize the
likelihood of a successful outcome.
The Rights Plan is similar to other rights plans adopted by
publicly-traded companies. The Rights Plan has the following
specific terms:
(1) The rights will generally
become exercisable only if a person or group acquires beneficial
ownership of 15% or more of Verso's common stock in a transaction
not approved by the Board;
(2) The Rights Plan expires
on the earlier of (a) one year, (b) the redemption or exchange of
the Rights, (c) the Board's determination to not pursue any
strategic alternatives and (d) upon the approval by the Company's
stockholders of any strategic transaction recommended by the
Board;
(3) The rights will not be
issued if there is a "qualifying transaction" which satisfies the
following criteria: (a) the offer is a fully financed, all-cash
tender offer or an exchange offer offering shares of the offeror
traded on a national securities exchange (or a combination
thereof); (b) for any and all of the outstanding shares of common
stock of the Company; and (c) at the same per-share consideration
for all such shares; and
(4) Each holder of a right
(other than the acquiring person or group, whose rights will become
void and will not be exercisable) will have the right to receive
for 50% of the market value (determined pursuant to the terms of
the Rights Plan) a certain number of shares of Verso's common
stock, calculated in accordance with terms of Rights Plan. In
addition, if Verso is acquired in a merger or other business
combination after an acquiring person acquires 15% or more of
Verso' common stock, each holder of the right would thereafter have
the right to receive for a purchase price equal to 50% of the then
current market value a certain number of shares of common equity
interest of the acquiring person that is a party to such
transaction. The acquiring person or group would not be entitled to
exercise these Rights.
In the Rights Plan, the definition of "beneficial ownership"
includes derivative securities.
Further details of the Rights Plan will be contained in a
Current Report on Form 8-K and a Registration Statement on Form 8-A
that Verso will be filing with the Securities and Exchange
Commission (SEC).
Akin Gump Strauss Hauer & Feld, LLP is serving as legal
advisor to Verso and Houlihan Lokey Capital, Inc. is serving as
financial advisor to Verso.
About Verso
Verso Corporation is the turn-to company
for those looking to successfully navigate the complexities of
paper sourcing and performance. The leading North American producer
of printing and specialty papers 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 and Section 21E of the Exchange Act. Forward-looking
statements may be identified by the words "believe," "expect,"
"anticipate," "project," "plan," "estimate," "intend," "potential"
and other similar expressions. 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 Verso. Actual results could vary materially depending on
risks and uncertainties that may affect Verso and its business.
Verso's actual actions and results may differ materially from what
is expressed or implied by these statements due to a variety of
factors, including those risks and uncertainties listed under the
caption "Risk Factors" in Verso's Form 10-K for the fiscal year
ended December 31, 2018 and from time
to time in Verso's other filings with the Securities and Exchange
Commission. Verso assumes no obligation to update any
forward-looking statement made in this press release to reflect
subsequent events or circumstances or actual outcomes.
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SOURCE Verso Corporation