SPOKANE, Wash.--(BUSINESS WIRE)--
Clearwater Paper Corporation (NYSE:CLW) ("Clearwater Paper")
today announced that it has commenced a cash tender offer (the "Tender
Offer") to purchase any and all of Cellu Tissue Holdings, Inc.'s ("Cellu
Tissue") outstanding 11½% Senior Secured Notes due 2014 (the "Cellu
Notes"), of which $234,484,000 aggregate principal amount are
outstanding. The Tender Offer is being made upon the terms and subject
to the conditions set forth in Clearwater Paper's Offer to Purchase
dated November 5, 2010 (the "Offer to Purchase").
The Tender Offer is being made in connection with the Agreement and Plan
of Merger dated September 15, 2010 (the "Merger Agreement") among
Clearwater Paper, Cellu Tissue, and Sand Dollar Acquisition Corporation,
a Delaware corporation and a wholly-owned subsidiary of Clearwater Paper
("Merger Sub"), pursuant to which, subject to the satisfaction of
certain conditions, Merger Sub will merge with and into Cellu Tissue
(the "Merger"). As a result of the Merger, Cellu Tissue will become a
wholly-owned subsidiary of Clearwater Paper.
Holders who validly tender their Cellu Notes prior to 5:00 p.m., New
York City time on November 19, 2010 (such date, as it may be extended,
the "Early Tender Deadline") and have such Cellu Notes accepted for
payment by Clearwater Paper will receive the Total Consideration (as
discussed below) per $1,000 principal amount of Cellu Notes and accrued
and unpaid interest up to, but not including, the payment date (the
"Payment Date"). Holders who tender their Cellu Notes after the Early
Tender Deadline but on or prior to 9:00 a.m., New York City time on
December 7, 2010 (such date, as it may be extended, the "Expiration
Date") will receive the Total Consideration per $1,000 principal amount
of Cellu Notes validly tendered and not withdrawn, less the early tender
payment of $30.00 per $1,000 principal amount of Cellu Notes.
The following table summarizes terms material to the determination of
the Total Consideration to be received in the Tender Offer per $1,000
principal amount of Cellu Notes validly tendered and not withdrawn prior
to the Early Tender Deadline:
|
CUSIP No.
|
|
Outstanding
Aggregate
Principal Amount
|
|
Note Description
|
|
Redemption Date
|
|
Redemption Price per $1,000 principal amount
|
|
Early Tender Payment per $1,000 principal amount
|
|
Reference Security
|
|
Reference Page
|
|
Fixed Spread
|
|
151169AJ8
|
|
$234,484,000
|
|
11½% Senior Secured Notes due 2014
|
|
06/01/2011
|
|
$1,115.00
|
|
$30.00
|
|
0.875% U.S. Treasury Note due 05/31/2011
|
|
PX3
|
|
50 bps
|
The Total Consideration per $1,000 principal amount of Cellu Notes
validly tendered and not withdrawn prior to the Early Tender Deadline
will be calculated based on the present value on the Payment Date of the
sum of the Redemption Price on the Redemption Date plus interest
payments through the Redemption Date, determined using a discount factor
equal to the yield on the Price Determination Date (as defined in the
Offer to Purchase) of the Reference Security plus a fixed spread of 50
basis points. Clearwater Paper expects that the Price Determination Date
will be 2:00 p.m., New York City time on a date that is at least ten
business days prior to the Expiration Date.
Holders of Cellu Notes may withdraw their tenders until 5:00 p.m.New
York City time, on November 19, 2010, but not thereafter.
The Tender Offer is conditioned upon the satisfaction of, or, where
applicable, Clearwater Paper's waiver of, certain conditions, including
that all of the conditions precedent to the closing of the Merger as set
forth in the Merger Agreement shall have been satisfied or waived, and
certain other customary conditions.
The complete terms and conditions of the Tender Offer are described in
the Offer to Purchase, a copy of which may be obtained by contacting D.
F. King & Co., Inc., the information agent for the Tender Offer, at
800-431-9643 (U.S. toll-free). BofA Merrill Lynch is the exclusive
dealer manager for the Tender Offer. Additional information concerning
the Tender Offer may be obtained by contacting BofA Merrill Lynch, Debt
Advisory Services, at 980-388-9217 (collect) or 888-292-0070 (U.S.
toll-free).
This press release does not constitute an offer to purchase the Cellu
Notes. No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful. The Tender Offer is being made solely pursuant to the Offer to
Purchase and related transmittal documents.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements that
involve risks and uncertainties, including, but not limited to,
statements regarding the Tender Offer. These forward-looking statements
are based on Clearwater Paper's current expectations, estimates and
assumptions that are subject to change, and actual results may differ
materially from the forward-looking statements. Factors that could cause
actual results to differ materially include, but are not limited to, the
risk that the conditions to the Tender Offer may be delayed or not
occur. For a discussion of additional factors that may cause results to
differ, see Clearwater Paper's public filings with the Securities and
Exchange Commission. These forward-looking statements speak only as of
the date thereof. Clearwater Paper does not undertake to update any
forward-looking statements.
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 Merger. 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
Merger, 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
Merger. 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
proposed Merger. 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. 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 the Merger will be included in the 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.
For additional information on Clearwater Paper, please visit our
website at www.clearwaterpaper.com.
Clearwater Paper Corporation
Matt Van Vleet, 509-290-0298
Source: Clearwater Paper Corporation
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