MIAMISBURG, Ohio (News release) -- Verso Corporation announced that its Board of Directors, had in late March of 2019, reengaged Houlihan Lokey Capital, Inc. as the company's financial advisor to assist Verso in identifying and evaluating a range of potential strategic alternatives, including a possible merger, joint venture, partnership, business combination, stock repurchase, recapitalization, sale, distribution, transfer or other disposition or acquisition of assets or equity interests, while the Company conducts its search to identify and retain a permanent chief executive officer.
Alan Carr, Co-Chairman of the Board, stated, "In light of recent headwinds faced by Verso and many of our competitors, we have taken several steps to address our challenges, including the announcement of the closure of the Luke Mill and the announcement of a change in leadership."
Gene Davis, Co-Chairman of the Board added, "We are very pleased with the efforts of our interim Chief Executive Officer, Leslie Lederer, former chairman and interim president and CEO of Catalyst Paper, who, within a very short period of time, has provided invaluable direction, experience and expertise to the role. However, we have yet to select a permanent chief executive officer and, given industry wide challenges, we believe it is imperative for us to explore all of our options."
The Company also announced that the Board has approved the adoption of a limited duration stockholder rights plan (the "Rights Plan") and authorized a dividend distribution of one right ("Right") for each outstanding share of common stock, subject to the Board's approval of final documentation.
The Rights Plan is intended to enable all Verso stockholders to realize the full potential value of their investment in the Company and to protect their interests by reducing the likelihood that any person or group gains control of Verso through open market accumulation or other tactics without paying an appropriate control premium. In addition, the Rights Plan provides the Board with time to make informed decisions that maximize the value of Verso for the benefit its stockholders and does not deter the Board or stockholders from considering any offer that is fair and otherwise in the best interest of Verso's stockholders. The Board determined to approve the adoption of the Rights Plan in order to encourage all potential participants to participate in the strategic process, rather than through unsolicited offers designed to discourage a full and fair process.
The Rights Plan is similar to other plans adopted by publicly-traded companies and has the following specific terms:
(1)
The rights generally would become exercisable only if a person or group acquires beneficial ownership of 15% or more of Verso's common stock in a transaction not approved by the Board;
(2)
The Rights Plan does not include so-called "wolfpack" language, but does apply to groups acting in concert with respect to the acquisition or disposition of the Company's equity or assets;
(3)
The Rights Plan would expire on the earlier of (a) one year, (b) the Board's determination to not pursue any strategic alternatives and (c) upon the approval by the Company's stockholders of any strategic transaction recommended by the Board;
(4)
The Rights Plan will be "chewable." In other words, the rights will not be issued if an offer meets the following criteria: (a) the offer is a fully financed, all-cash tender offer or an exchange offer offering shares of the offeror traded on a national securities exchange (or a combination thereof); (b) for any and all of the outstanding shares of common stock of the Company; (c) with a minimum condition of at least 80% of the outstanding shares of the Company and (d) at the same per-share consideration for all such shares.
Each holder of a right (other than the acquiring person or group, whose rights will become void and will not be exercisable) will have the right to receive for 50% of the then current market value a certain number of shares of Verso's common stock, calculated in accordance with terms of Rights Plan. In addition, if Verso is acquired in a merger or other business combination after an acquiring person acquires 15% or more of Verso' common stock, each holder of the right would thereafter have the right to receive for a purchase price equal to 50% of the then current market value a certain number of shares of common equity interest of the acquiring person that is a party to such transaction. The acquiring person or group would not be entitled to exercise these Rights. In the Rights Plan, the definition of "beneficial ownership" includes derivative securities.
Further details of the Rights Plan will be contained in a Current Report on Form 8-K that Verso will be filing with the Securities and Exchange Commission (SEC). These filings will be available on the SEC's web site at www.sec.gov.
Akin Gump Strauss Hauer & Feld, LLP is serving as legal advisor to Verso.
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