MIAMISBURG, Ohio (News release) -- Verso Corporation (NYSE: VRS) ("Verso" or the "Company") today announced that leading independent proxy advisory firm Egan-Jones Proxy Services ("Egan-Jones") has recommended that Verso stockholders vote "FOR" all of Verso's director nominees and vote using the WHITE proxy card.
Additionally, Egan-Jones has joined Glass, Lewis & Co. ("Glass Lewis") and Institutional Shareholder Services ("ISS") in recommending that Verso stockholders vote "FOR" the Company's pending sale of its Androscoggin and Stevens Point mills to Pixelle Specialty Solutions LLC (the "Pixelle Transaction") at the Company's stockholder meeting scheduled to be held on January 31, 2020 (the "Annual Meeting").
Egan-Jones repeatedly stressed that its recommendations for Verso stockholders are aligned with the agenda on the WHITE proxy card provided by Verso management:
"WE RECOMMEND VOTING THE MANAGEMENT'S WHITE PROXY CARD."1
Joining both Glass Lewis and ISS in recommending that Verso stockholders vote "FOR" the Pixelle Transaction, Egan-Jones stated:
"Based on the review of publicly available information on strategic, corporate governance and financial aspects of the proposed transaction, Egan-Jones views the proposed transaction to be a desirable approach in maximizing shareholder value. After careful consideration, we believe that approval of the sale proposal is in the best interests of the Company and its shareholders and its advantages and opportunities outweigh the risks associated with the transaction. As of the Record Date, there were 34,704,367 shares of common stock outstanding. We recommend a vote FOR this Proposal."2
In addition to recommending Verso stockholders vote using the WHITE proxy card and vote "FOR" the Pixelle Transaction, Egan-Jones recommended stockholders vote "FOR" Verso's director nominees and stated:
"Based on our review of publicly available information, we believe that voting FOR the management nominees is in the best interest of the Company and its shareholders. In arriving at that conclusion, we have considered the following factors:
We recognize Verso's efforts in refreshing the Board in order to strengthen its independence, which we believe will lead to a more responsible and accountable decision-making and oversight to execute the Company's strategies, essentially during and after the consummation of the Pixelle transaction.
In our view, Verso has the best in class Board of directors, whose collective experience and skills will reinforce Verso's business objectives and strategies. If elected, we believe that the management's slate will continue to devote its in-depth understanding to heighten the Company's financial and operational performance.
Following Verso's attempt to amicably settle the proxy contest, we believe that the dissident shareholders' actions would potentially disrupt the Company's track record of financial progression. Moreover, we are aversive in recommending the dissident shareholders' slate due to conflicts of interests which we believe could harm the interests of the shareholders in the long-run.
Given the slate of nominees, the nominees appear qualified and we recommend a vote FOR this Proposal."3
The Verso Board unanimously urges all stockholders to use the WHITE proxy card to vote "FOR" the Pixelle Transaction in accordance with the Egan-Jones, 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.
Vote "FOR" the Pixelle Transaction and "FOR" Verso's Director Nominees on the WHITE Proxy Card Today
The Board advises all stockholders to simply discard any BLUE proxy card or other proxy materials received from Atlas/Blue Wolf.
1 Permission to use quotations neither sought nor obtained.
2 Permission to use quotations neither sought nor obtained.
3 Permission to use quotations neither sought nor obtained.
