MIAMISBURG, Ohio (News release) -- Verso Corporation announced that the Board has nominated Dr. Robert K. Beckler, and Dr. Beckler has agreed to be nominated, as a director at the Annual Meeting. In connection with this nomination, each of Alan Carr and Gene Davis, the Co-Chairmen of the Company's Board of Directors (the "Board"), has notified the Board that they will not stand for re-election at the 2019 Annual Meeting of Stockholders to be held on January 21, 2020 (the "Annual Meeting"). The Company expects to announce an additional director nominee for the Annual Meeting on or prior to December 17, 2019.
Dr. Beckler is a seasoned paper industry executive and consultant and has served in several leadership roles, including as President, Packaging Solutions, of WestRock Company from July 2015 until his retirement in July 2016 and as an Executive Vice President and President of Packaging of MeadWestvaco Corporation from January 2014 to June 2015. Dr. Beckler was nominated by the Board's Corporate Governance and Nominating Committee (the "Nominating Committee") based upon his executive and operating leadership in the industry, manufacturing experience and educational background.
Steven Scheiwe, who is anticipated to succeed Mr. Carr and Mr. Davis as Chairman of the Board following the Annual Meeting stated, "We are very pleased to nominate Dr. Beckler for election to the Board. He brings a wealth of paper industry experience and will bring strategic guidance that I am confident will benefit the Company and contribute to its future successes. With today's nomination and the additional nominee we expect to announce next week, the majority of Verso's board will be composed of seasoned industry experts. Alan and Gene have been tremendous assets to the Board and to the Company and exceedingly helpful in conducting our extensive search for qualified and independent director nominees with relevant industry expertise. Their contributions have been too many to count and I want to thank each of them. We are truly grateful for their service, leadership and selflessness."
Mr. Carr and Mr. Davis jointly stated, "It has been both an honor and a pleasure to co-chair the Company's Board of Directors. We are extremely proud of our management team, particularly the well-earned promotion of Adam St. John, Chief Executive Officer, the addition of Nancy Taylor and Randy Nebel to the Board, the nomination of Dr. Beckler to the Board, and, importantly, our strategic review process, the result of which has led to the pending sale of two of the Company's mills to Pixelle Specialty Solutions LLC for a purchase price of $400 million, subject to post-closing adjustments, and a debt-free, streamlined company that will be attractively positioned to take advantage of future opportunities as they may arise."
Mr. Carr and Mr. Davis' determination to not stand for re-election was made, in part, in light of the competing director slate proposed by Atlas Holdings LLC, Blue Wolf Capital Advisors, IV, LLC and Lapetus Capital II LLC and their respective affiliates (collectively, "ABW"), and not as a result of any disagreement with the Company or any matter relating to the Company's operations, policies or practices.
"We believe that ABW, spurned bidders that have made several attempts to own or control the Company, have chosen to pursue a proxy fight in order to further their continued efforts to obtain control of the Company and its prospects. We have many significant stockholders and Atlas' demands are unfair to them, indeed, all of our stockholders, and defy accepted corporate governance standards under law and as published by proxy advisory firms. In order to mitigate the waste of time, expense and distraction to the Company, each of us has determined to withdraw our name for consideration of re-election. With our newly refreshed Board and Board nominee slate, comprised of highly qualified candidates with diverse skill sets and devoid of conflict, we are confident that the best interests of our stockholders are being and will be well-served," said Messrs. Carr and Davis.
ABW's substantial prior history with the Company includes ABW's unsolicited 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, ABW made multiple material amendments to their bid, including changes to the proposed amounts and forms of consideration, and changes to the proposed transaction structure. Among other things, ABW amended the form of consideration so as to include, the contribution of their privately held portfolio company, Twin Rivers Paper Company. By June 2018, the Company's common stock price had increased and was materially higher than the value of ABW's then proposed purchase price and negotiations stalled. In July 2018, ABW requested that that the Company relieve ABW of its previously agreed upon customary standstill obligations, so as to enable ABW to make open market purchases of the Company's common stock. That request was denied. Following the expiration of the customary standstill provision, ABW increased its ownership and, in 2019, made several acquisition proposals to the Company, including an arguably coercive tender proposal for 50.2% of the Company's outstanding stock and a proposal to make a preferred investment coupled with board representation. The Company advised ABW that it was prepared to engage in renewed discussions with ABW, provided that ABW execute a new confidentiality agreement with a customary standstill, which ABW refused to do. On September 20, 2019, ABW filed a Schedule 13D, which was subsequently amended in October and December. On December 5, 2019, ABW filed a preliminary proxy statement setting forth three director nominees for election at the Annual Meeting, each of which the Board had previously interviewed and declined to include on the Company's slate of director nominees. On December 8, 2019, the Board proposed to ABW to nominate two of ABW's director nominees to the Company's slate, subject to a cooperation agreement, containing, among other things, a customary standstill provision. ABW responded to such proposal by requesting, among other things: the immediate appointment of two ABW nominees to the Board and chairmanship of the Nominating Committee; material revisions to the proposed customary standstill that would have allowed ABW to enter into voting arrangements, form 13(d) groups, acquire additional stock, make proposals or statements with respect to business combinations or other type of transactions; shortening of the proposed standstill period from June 30, 2021 to December 31, 2020; reimbursement of $700,000 of expenses; substantial revisions to confidentiality provisions designed to protect Company information; and an indemnity for any trading in the Company stock by ABW. None of these requests were acceptable to the Company.
