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Management Side
Verso Comments on Atlas/Blue Wolf's 'Questionable Motives'

MIAMISBURG, Ohio (News release) -- Verso Corporation 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.


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