Tuesday, December 24, 2019 11:30 am
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MIAMISBURG, Ohio (News release) -- Verso Corporation issued the following statement in response to Lapetus Capital II LLC ("Lapetus", and together with its affiliates, "Atlas") and BW Coated LLC ("BW Coated" and together with its affiliates, "Blue Wolf" and, collectively with Atlas, "Atlas and Blue Wolf"):
As Verso announced yesterday, the 2019 annual meeting of stockholders of the Company, previously scheduled for January 21, 2020, has been rescheduled to January 31, 2020 in order to combine the matters to be voted on at the annual meeting with proposals related to the previously announced sale of Verso's Androscoggin and Stevens Point mills to Pixelle Specialty Solutions LLC (the "Pixelle Transaction").
Holding a single meeting will make it easier for stockholders to evaluate all proposals, streamline the proxy solicitation process, and if approved, expedite and facilitate the closing of the Pixelle Transaction and accelerate the return to stockholders of at least $225 million of the anticipated net cash proceeds of the Pixelle Transaction.
Earlier this month, Atlas and Blue Wolf communicated to Verso that it was pleased that the Company had put forth the Pixelle Transaction for consideration by stockholders and requested additional disclosure regarding the Pixelle Transaction. Disclosure regarding the Pixelle Transaction, including the anticipated net cash proceeds, has been publicly available in the Company's preliminary proxy statement filed with the Securities and Exchange Commission since December 11, 2019, and can be found on the "Investors" section of Verso's website, http://investor.versoco.com. The definitive proxy statement, when available, can be found online at http://www.proxyvoting.com/VRS.
As Verso announced yesterday, the 2019 annual meeting of stockholders of the Company, previously scheduled for January 21, 2020, has been rescheduled to January 31, 2020 in order to combine the matters to be voted on at the annual meeting with proposals related to the previously announced sale of Verso's Androscoggin and Stevens Point mills to Pixelle Specialty Solutions LLC (the "Pixelle Transaction").
Holding a single meeting will make it easier for stockholders to evaluate all proposals, streamline the proxy solicitation process, and if approved, expedite and facilitate the closing of the Pixelle Transaction and accelerate the return to stockholders of at least $225 million of the anticipated net cash proceeds of the Pixelle Transaction.
Earlier this month, Atlas and Blue Wolf communicated to Verso that it was pleased that the Company had put forth the Pixelle Transaction for consideration by stockholders and requested additional disclosure regarding the Pixelle Transaction. Disclosure regarding the Pixelle Transaction, including the anticipated net cash proceeds, has been publicly available in the Company's preliminary proxy statement filed with the Securities and Exchange Commission since December 11, 2019, and can be found on the "Investors" section of Verso's website, http://investor.versoco.com. The definitive proxy statement, when available, can be found online at http://www.proxyvoting.com/VRS.
In its statement, activist investors Atlas Holdings and Blue Wolf Capital Advisors IV contends that the rescheduling will prevent shareholders from making an informed decision on the specialty mills transaction and is an attempt to prevent the activists' nominees from being elected.
"There is no sufficient reason in our opinion for the board to combine two meetings into one, in light of our nominations," Altas and Blue Wolf said in a statement. "This seems to be yet another attempt by this board to further distract stockholders from our serious concerns regarding the board's actions."
"There is no sufficient reason in our opinion for the board to combine two meetings into one, in light of our nominations," Altas and Blue Wolf said in a statement. "This seems to be yet another attempt by this board to further distract stockholders from our serious concerns regarding the board's actions."