MIAMISBURG, Ohio, Dec. 24, 2019 /PRNewswire/ -- Verso Corporation
(NYSE: VRS) ("Verso" or the "Company") today issued the following
statement in response to Lapetus Capital II LLC ("Lapetus", and
together with its affiliates, "Atlas") and BW Coated LLC ("BW
Coated" and together with its affiliates, "Blue Wolf" and,
collectively with Atlas, "Atlas and Blue Wolf"):
As Verso announced yesterday, the
2019 annual meeting of stockholders of the Company, previously
scheduled for January 21, 2020, has
been rescheduled to January 31, 2020
in order to combine the matters to be voted on at the annual
meeting with proposals related to the previously announced sale of
Verso's Androscoggin and Stevens Point mills to Pixelle Specialty
Solutions LLC (the "Pixelle Transaction").
Holding a single meeting will make
it easier for stockholders to evaluate all proposals, streamline
the proxy solicitation process, and if approved, expedite and
facilitate the closing of the Pixelle Transaction and accelerate
the return to stockholders of at least $225
million of the anticipated net cash proceeds of the Pixelle
Transaction.
Earlier this month, Atlas and Blue
Wolf communicated to Verso that it was pleased that the Company had
put forth the Pixelle Transaction for consideration by stockholders
and requested additional disclosure regarding the Pixelle
Transaction. Disclosure regarding the Pixelle Transaction,
including the anticipated net cash proceeds, has been publicly
available in the Company's preliminary proxy statement filed with
the Securities and Exchange Commission since December 11, 2019, and can be found on the
"Investors" section of Verso's website,
http://investor.versoco.com. The definitive proxy statement, when
available, can be found online at
http://www.proxyvoting.com/VRS.
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 litigation related to the sale
transaction; 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 its 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" and Part II, Item 1A, "Risk Factors" of our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, as such disclosures may be
amended, supplemented or superseded from time to time by other
reports we file with the Securities and Exchange Commission (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 expects to file 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 AS THEY
BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
BECAUSE THEY WILL 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 will be set forth in the 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, will also be in the
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