SPOKANE, Wash.--(BUSINESS WIRE)--
Clearwater Paper Corporation (NYSE: CLW) ("Clearwater Paper")
today announced that it has extended the Early Tender Deadline relating
to the 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"). Clearwater Paper also
announced that it expects to extend, via a press release to be issued at
a later date, the Expiration Date of the Tender Offer and as a result it
will not be announcing the calculation of the Total Consideration at
this time.
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") and 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.
The Early Tender Deadline for the Tender Offer has been extended to 5:00
p.m., New York City time, on November 30, 2010, unless further extended
by Clearwater Paper pursuant to the terms of the Offer to Purchase.
Holders who validly tender their Cellu Notes prior to 5:00 p.m., New
York City time, on November 30, 2010 and have such Cellu Notes accepted
for payment by Clearwater Paper will receive the Total Consideration (as
defined in the Offer to Purchase) 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 the Expiration Date
(as defined in the Offer to Purchase) will receive the Total
Consideration per $1,000 principal amount of Cellu Notes validly
tendered, less the early tender payment of $30.00 per $1,000 principal
amount of Cellu Notes.
The Expiration Date of the Tender Offer is currently 9:00 a.m., New York
City time, on December 7, 2010. Clearwater Paper expects that it will be
extending the Expiration Date. If Clearwater Paper extends the
Expiration Date, it will announce such extension by issuing a press
release prior to 9:00 a.m., New York City time, on December 8, 2010.
The Total Consideration per $1,000 principal amount of Cellu Notes
validly tendered 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. Since Clearwater Paper expects that
it will be extending the Expiration Date, it will not be announcing the
calculation of the Total Consideration until after the Expiration Date
is extended.
The Withdrawal Time relating to the Tender Offer expired at 5:00 p.m.,
New York City time, on Friday, November 19, 2010. As a result, all Cellu
Notes previously tendered and any Cellu Notes that are properly tendered
after the date hereof may not be withdrawn unless Clearwater Paper makes
a material change to the terms of the Tender Offer or is otherwise
required by law to permit withdrawal.
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 its 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. 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, 509-344-5912
Source: Clearwater Paper Corporation
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