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Management Side
Verso Corporation Files Preliminary Proxy Statement in Connection with BillerudKorsnäs Merger Agreement

MIAMISBURG, Ohio (News release) -- Verso Corporation announced the filing of a preliminary 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. 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 preliminary proxy statement provides detailed disclosure regarding, among other things, the robust process overseen by the Special Committee, the Special Committee's consideration of indications of value, the fairness opinion received from Rothschild & Co., its financial advisor, regarding the merger consideration and the analysis underlying that opinion, the Special Committee's efforts to seek the best price reasonably available for stockholders, and the Board and the Special Committee's rationale for accepting BillerudKorsnäs' offer as being in the best interests of stockholders.

As outlined in the preliminary proxy statement and as previously announced, Verso formed a Special Committee of the Board to review an unsolicited proposal from a stockholder in July 2021 and alternatives thereto. In addition to, and prompted by, the initial proposal from the stockholder, Verso received an indication of interest from BillerudKorsnäs, which, following careful negotiations and discussions led by the Special Committee and its advisors, ultimately resulted in a final offer of $27.00 per share in cash. 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.

The Board and the Special Committee determined that this 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 provides the best alternative for all stockholders.

The Board encourages Verso stockholders to read the preliminary proxy statement which outlines the compelling rationale for consummating this transaction. When available, Verso will file its definitive proxy statement with the SEC, and will mail its definitive proxy statement and a proxy card to Verso's stockholders entitled to vote at a special meeting relating to the proposed merger, seeking their approval of the respective merger-related proposals.

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