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Fri, Dec 9, 2022 06:33
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Management Side
Verso Corporation Files Definitive Proxy Statement in Connection with BillerudKorsnäs Merger Agreement

MIAMISBURG, Ohio (News release) -- Verso Corporation announced the filing of a definitive proxy statement for a special meeting of stockholders, at which Verso stockholders will consider and vote upon various items related to the proposed and previously announced transaction with BillerudKorsnäs AB ("BillerudKorsnäs").

If approved, all Verso stockholders will receive $27.00 per share in cash upon closing of the transaction, representing immediate and certain value at a significant premium. The consideration corresponds to a premium of approximately 57% compared to the unaffected closing price of Verso's shares on July 9, 2021, the day prior to the submission of an unsolicited, non-binding proposal to acquire Verso for $20.00 per share in cash, and a 35% premium over that unsolicited proposal.

As outlined in the definitive proxy and previously announced, this agreement follows careful consideration and multiple rounds of negotiation led by the Special Committee of our Board which was formed following receipt of the unsolicited proposal. The Board and the Special Committee determined that the BillerudKorsnäs offer was clearly superior to any alternative transaction or the risk-adjusted value that could reasonably be achieved through continued execution of Verso's standalone plan and is confident that the proposed transaction is in the best interests of all Verso stockholders.

The special meeting will be held virtually via live webcast at 10:00 a.m. Eastern Time on March, 11, 2022, and can be accessed by visiting www.virtualshareholdermeeting.com/VRS2022SM. Stockholders of record as of the close of business on the established record date of February 7, 2022, will be entitled to vote their shares at the special meeting. Verso will mail its definitive proxy statement and a proxy card to Verso's stockholders entitled to vote at a special meeting. The Verso Board of Directors unanimously recommends that stockholders vote "FOR" the merger with BillerudKorsnäs as well as the other proposals set forth in the proxy statement.

The transaction is expected to close during the second quarter of 2022, subject to the approval of Verso's stockholders, as well as receipt of regulatory approvals and satisfaction of other customary closing conditions. Regulatory approvals include U.S. antitrust approval as well as approval from relevant state and federal energy regulatory authorities in the U.S.

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