SPOKANE, Wash., Oct 25, 2010 (BUSINESS WIRE) -- Clearwater Paper Corporation (NYSE:CLW) today announced that the
30-day waiting period for antitrust review under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 in connection with Clearwater Paper's
planned acquisition of Cellu Tissue Holdings, Inc. ended on Friday,
October 22, 2010. On September 16, 2010, Clearwater Paper announced it
had entered into an agreement to acquire Cellu Tissue for $12.00 in cash
for each share of Cellu Tissue common stock.
The acquisition has been approved by the board of directors of each
company and is subject to approval by Cellu Tissue's stockholders and
other customary closing conditions. The acquisition is expected to close
in the fourth quarter of 2010.
On October 22, 2010, Clearwater Paper completed its previously announced
offering of $375 million principal amount of 7 1/8% Senior Notes due
2018 (the "Notes"). The net proceeds of the offering will be used to
finance in part the company's acquisition of Cellu Tissue, to refinance
certain existing indebtedness of Cellu Tissue, and to pay fees and
expenses incurred as part of the Notes offering, the acquisition of
Cellu Tissue and related transactions. The proceeds from the offering
have been placed in escrow pending the closing of the acquisition of
Cellu Tissue. If the acquisition of Cellu Tissue is not completed,
Clearwater Paper will be required to redeem all of the Notes.
FORWARD-LOOKING STATEMENTS SAFE HARBOR
This press release contains certain forward-looking statements regarding
the proposed transaction between Clearwater Paper and Cellu Tissue,
including but not limited to statements regarding the expected timing of
closing. Actual events or results may differ materially from those
contained in these forward-looking statements. Among the important
factors that could cause future events or results to vary from those
addressed in the forward-looking statements include, without limitation,
the possibility that the conditions to closing of the acquisition may
not be satisfied and that the closing may not occur or may be delayed;
difficulties with the integration process or the realization of the
benefits expected from the proposed transaction; general economic
conditions in the regions and industries in which Clearwater Paper and
Cellu Tissue operate; changes in the cost and availability of wood fiber
used in the production of the companies' products; and litigation or
regulatory matters involving antitrust or other matters that could
affect the closing of the transaction. In addition, please refer to the
documents that Clearwater Paper and Cellu Tissue file with the
Securities and Exchange Commission ("SEC") on Forms 10-K, 10-Q and
8-K. The filings by Clearwater Paper and Cellu Tissue identify and
address other important factors that could cause events or results to
vary from the forward-looking statements set forth in this press
release. Clearwater Paper and Cellu Tissue are under no duty to update
any of the forward-looking statements after the date of this press
release to conform to actual results.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Cellu Tissue has filed with the SEC a preliminary proxy statement and
intends to file with the SEC a definitive proxy statement and other
relevant material in connection with the acquisition. The definitive
proxy statement will be sent or given to the stockholders of Cellu
Tissue. Before making any voting or investment decision with respect
to the acquisition, investors and stockholders of Cellu Tissue are urged
to read the proxy statement and the other relevant material when they
become available because they will contain important information about
the acquisition. The proxy statement and other relevant materials (when
they become available), and any other documents filed by Cellu Tissue
with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov,
at Cellu Tissue's Investor Relations website at cellutissue.com/investor
(click "SEC filings") or from Cellu Tissue by contacting Investor
Relations by mail at 1855 Lockeway Drive, Suite 501, Alpharetta,
Georgia 30004, Attention: Investor Relations, or by telephone at
678-393-2651.
PARTICIPANTS IN THE SOLICITATION
Clearwater Paper and Cellu Tissue and their respective directors and
executive officers may be deemed to be participants in the solicitation
of proxies from Cellu Tissue stockholders in connection with the
acquisition. Information about Clearwater Paper's directors and
executive officers is set forth in Clearwater Paper's proxy statement on
Schedule 14A filed with the SEC on March 29, 2010, and its Annual Report
on Form 10-K for the year ended December 31, 2009, filed with the SEC on
February 26, 2010, respectively. Information about Cellu Tissue's
directors and executive officers is set forth in its proxy statement on
Schedule 14A filed with the SEC on June 25, 2010. Additional information
regarding the interests of participants in the solicitation of proxies
in connection with the acquisition is set forth in the preliminary proxy
statement that Cellu Tissue filed with the SEC and will also be included
in the definitive proxy statement that Cellu Tissue intends to file with
the SEC.
ABOUT CLEARWATER PAPER
Clearwater Paper manufactures quality consumer tissue, bleached
paperboard and wood products at six facilities across the country. The
company is a premier supplier of private label tissue to major retail
grocery chains, and also produces bleached paperboard used by
quality-conscious printers and packaging converters. Clearwater Paper's
2,500 employees build shareholder value by developing strong customer
partnerships through quality and service.
ABOUT CELLU TISSUE HOLDINGS
Cellu Tissue Holdings, Inc. is a North American producer of tissue
products, with a focus on consumer-oriented private label products and a
growing presence in the value retail tissue market. For more
information, visit Cellu Tissue's website at www.cellutissue.com.
For additional information on Clearwater Paper, please visit our
website at www.clearwaterpaper.com.
SOURCE: Clearwater Paper Corporation
Clearwater Paper Corporation
News Media:
Matt Van Vleet, 509-344-5912
or
CFO:
Linda Massman, 509-344-5905
or
Investors:
IR Sense
Sean Butson, 509-344-5906
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