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Management Side
Verso gears up for shareholder battle in 'proxy' contest

MIAMISBURG, Ohio (From news reports) -- Leaders of Verso are asking shareholders to ward off what it calls a proxy contest by approving its slate of board nominations.

Verso Corp. Monday announced that its board had written shareholders in preparation for the company's Jan. 31 annual meeting. Verso wants shareholders to vote for seven nominees, holding fast against a large shareholder pushing for changes.

"We are writing this letter to provide you with facts that dispel and negate Atlas/Blue Wolf's contrived mischaracterizations of our company," Verso said in its letter, presented in a press release Monday. "We want to set the record straight about the significant value that our proposed board nominees will create for Verso in the near and long term."

Last month, Atlas Holdings LLC and Blue Wolf Capital Advisors IV, LLC ("Blue Wolf") said their affiliates were "among the largest owners of Verso."

"We remain concerned about our investment in Verso and believe meaningful changes to the composition of the board of directors ... are necessary to ensure that the company is operated in a manner consistent with the best interests of stockholders," Atlas and Blue Wolf said last month. "If elected, we believe that our highly-qualified nominees will help achieve that goal."

Verso, in its own note to shareholders, said the firms' actions "are putting at least $225 million of capital returns -- and the future value of your investment -- at risk."

"We believe Atlas/Blue Wolf has commenced its proxy contest so as to control the company's specialty mills without paying for them and to provide an exit strategy for its suspected underperforming portfolio asset, Twin Rivers Paper, by combining it with our better performing assets," Verso said. "Atlas/Blue Wolf's objective is self-serving and doesn't benefit all of Verso's stockholders."

Verso requires an affirmative vote of a majority of outstanding shares, not just most of the votes cast at the annual meeting, the paper producer also said.Verso argues that Atlas/Blue Wolf is "actively sabotaging" the proposed sale of Verso's Androscoggin and Stevens Point mills to Pixelle Specialty Solutions.

Said Verso: "Atlas/Blue Wolf is stalling for time as it searches for a red herring to kill the Pixelle transaction."

Verso maintains further that a trio of nominees opposed by Atlas/Blue Wolf - Steven Scheiwe, Jay Shuster and Nancy Taylor - "brings specific and necessary skills to the company that are complementary and additive to the full board. Replacing any of these directors with the Atlas/Blue Wolf nominees would remove diversity, skills and experience from the Board that are important to Verso's continued success."


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