SPOKANE, Wash.--(BUSINESS WIRE)--
Clearwater Paper Corporation (NYSE: CLW) ("Clearwater Paper")
today announced the pricing of the Total Consideration to be paid in
connection with 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").
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 as of 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 Expiration Date for the Tender Offer is 11:00 a.m., New York City
time, on December 27, 2010, unless further extended by Clearwater Paper
pursuant to the terms of the Offer to Purchase.
As of 5:00 p.m., New York City time, on December 10, 2010, tenders had
been received from holders of $234.366 million (99.95%) in aggregate
principal amount of the Cellu Notes. Holders who validly tendered their
Cellu Notes on or before November 30, 2010 and have such Cellu Notes
accepted for payment by Clearwater Paper will receive $1,160.71 per
$1,000 principal amount of Cellu Notes, which includes an early tender
payment of $30.00 per $1,000 principal amount of Cellu Notes, plus
accrued and unpaid interest up to, but not including, the payment date
(the "Payment Date"). Holders who tender their Cellu Notes after
November 30, 2010 but on or prior to the Expiration Date will not
receive the $30.00 per $1,000 principal amount of Cellu Notes early
tender payment, and therefore will receive $1,130.71 per $1,000
principal amount of Cellu Notes validly tendered, plus accrued and
unpaid interest up to, but not including, the Payment Date.
The Total Consideration of $1,160.71 per $1,000 principal amount of
Cellu Notes validly tendered on or before November 30, 2010 was
calculated based on the present value on the Payment Date of the sum of
the Redemption Price on the Redemption Date plus interest payments to,
but not including, the Redemption Date, determined using a discount
factor equal to the yield on December 13, 2010 of the Reference Security
plus a fixed spread of 50 basis points. The Reference Yield and the
Offer Yield, as such terms are used in the Offer to Purchase, are 0.197%
and 0.697%, respectively.
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
On December 1, 2010, Cellu Tissue filed with the SEC a definitive proxy
statement and other relevant material in connection with the Merger. The
definitive proxy statement has been 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
because they contain important information about the Merger. The proxy
statement and other relevant materials, 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 with the Merger is included in the definitive
proxy statement that Cellu Tissue filed with the SEC on December 1, 2010.
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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