ALPHARETTA, Ga., Sept. 16 /PRNewswire-FirstCall/ -- Cellu Tissue
Holdings, Inc. (NYSE: CLU) (the "Company"), a North American
producer of tissue products, today announced that it has entered
into a definitive merger agreement with Clearwater Paper
Corporation ("Clearwater") pursuant to which Clearwater would
acquire all of the outstanding common stock of the Company in an
all-cash transaction which values the Company at approximately
$502 million, including approximately
$255 million of debt.
Under the terms of the agreement, the Company's stockholders
will receive $12.00 per share in cash
for each share of common stock they own, representing a premium,
based on the closing price on September 15,
2010, of approximately 52.6% over the 30 day average closing
trading price and 48.2% over the 90 day average closing trading
price.
The agreement has been unanimously approved by the Company's
Board of Directors. The transaction was recommended to the
Company's Board of Directors by a Transaction Committee established
to evaluate the transaction.
The closing of the merger is not conditioned on Clearwater
obtaining financing. The merger is subject to certain
customary conditions, including the receipt of regulatory approvals
and is expected to be completed in the fourth quarter of calendar
2010.
Weston Presidio V, L.P., which acquired the Company in 2006, is
the Company's largest shareholder and is also represented on the
Company's Board of Directors. It and Russell C. Taylor, the Company's President and
Chief Executive Officer, have agreed to vote shares owned by them
representing, in the aggregate, approximately 56% of the Company's
outstanding shares, in favor of the transaction.
In connection with the transaction, the Company or Clearwater
intends to tender for or defease the Company's outstanding 11.5%
Senior Notes due 2014.
Mr. Taylor commented on the transaction stating, "The Company's
Board of Directors has concluded a lengthy evaluation of this
transaction and has determined that the transaction will provide
meaningful value to, and is in the best interests of, our
stockholders."
R. Sean Honey, Chairman of the
Company and a Partner at Weston Presidio stated, "Weston Presidio
is pleased to have worked with Cellu Tissue's talented management
team and dedicated employees as they have continued to implement
the Company's growth strategy."
Goldman, Sachs & Co. acted as financial advisor and King
& Spalding LLP acted as legal advisor to the Company.
Banc of America Merrill Lynch acted as financial advisor and
Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor to
Clearwater.
About Cellu Tissue Holdings, Inc.
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, contact Cellu Tissue Holdings, Inc. at
www.cellutissue.com.
About Clearwater Paper
Clearwater Paper Corporation (NYSE: CLW) manufactures premium
consumer tissue, high-quality 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 Weston Presidio
Weston Presidio is a leading private equity firm focused on
growth capital investments across a range of sectors including
business services, manufacturing and industrial, and consumer and
retail. Since its founding in 1991, it has managed five investment
funds aggregating over $3.3 billion.
The Weston Presidio team has helped identify, build and maximize
value in over 300 leading growth companies. For more information,
please visit www.westonpresidio.com.
Additional Information and Where to Find it
In connection with the proposed Merger and required shareholder
approval, the Company will file a proxy statement with the U.S.
Securities and Exchange Commission (the "SEC"). INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER.
Investors and security holders may obtain free copies of these
documents (when they are available) and other documents filed with
the SEC at the SEC's web site at www.sec.gov. In addition, the
documents filed by the Company with the SEC may be obtained free of
charge by contacting Cellu Tissue Holdings, Inc., Attn: Investor
Relations, 1855 Lockeway Drive, Suite 501, Alpharetta, Georgia, 30004, Telephone (678)
393-2651. The Company's filings with the SEC are also
available on its website at www.cellutissue.com.
Participants in the Solicitation
The Company and its officers and directors may be deemed to be
participants in the solicitation of proxies from the Company's
shareholders with respect to the Merger. Information about
the Company's officers and directors and their ownership of the
Company's common stock is set forth in the proxy statement for the
Company's 2010 Annual Meeting of Stockholders, which was filed with
the SEC on June 25, 2010.
Investors and security holders may obtain more detailed
information regarding the direct and indirect interests of the
Company and its respective officers and directors in the Merger by
reading the preliminary and definitive proxy statements regarding
the Merger, which will be filed with the SEC.
Cautionary Note Regarding Forward-looking Statements
Certain statements contained in this news release contain
forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. All
statements, other than statements of historical facts, including,
among others, statements regarding the anticipated merger with
Clearwater, are forward-looking statements. Those statements
include statements regarding the intent, belief or current
expectations of the Company and members of its management team, as
well as the assumptions on which such statements are based, and
generally are identified by the use of words such as "may," "will,"
"seeks," "anticipates," "believes," "estimates," "expects,"
"plans," "intends," "should" or similar expressions.
Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties that actual results may differ
materially from those contemplated by such forward-looking
statements. Many of these factors are beyond the Company's ability
to control or predict. Such factors include, but are not limited
to, any conditions imposed in connection with the merger, approval
of the Merger Agreement by the stockholders of the Company, the
satisfaction of various other conditions to the closing of the
Merger contemplated by the Merger Agreement, and other factors
discussed in Item 1. Business-Forward-Looking Statements and
Item 1A. Risk Factors in the Company's Annual Report on
Form 10-K for its fiscal year ended February 28, 2010 and
in Part II Item 1A of the Company's Quarterly Report on Form
10-Q for its fiscal quarter ended May 27, 2010. These risks
and uncertainties should be considered in evaluating any
forward-looking statements contained herein
SOURCE Cellu Tissue Holdings, Inc.
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