Koch Forest Products Commences Cash Tender Offer for Georgia-Pacific Stock at $48 Per Share
18 November 2005 - 12:57AM
Business Wire
Koch Industries, Inc. today announced that Koch Forest Products,
Inc., its indirect wholly owned subsidiary, has commenced a cash
tender offer for all outstanding shares of Georgia-Pacific
Corporation (NYSE:GP) at a price of $48.00 per share. Koch
Industries and Georgia-Pacific announced on Sunday they had reached
a definitive merger agreement for Koch Forest Products, Inc. to
acquire Georgia-Pacific. The Board of Directors of Georgia-Pacific
has unanimously determined that the offer and the merger are fair
to and in the best interests of Georgia-Pacific and its
shareholders, approved, adopted and declared advisable the merger
agreement and the transactions contemplated by the merger
agreement, including the offer, and recommended that holders of
shares of Georgia-Pacific common stock accept the offer and tender
their shares in the offer. There is no financing condition to the
tender offer. The tender offer is subject to certain conditions set
forth in the Offer to Purchase referenced below, including the
expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
the European Commission having issued a decision declaring the
transactions contemplated by the merger agreement to be compatible
with the common market under the applicable merger regulation and
certain other foreign antitrust approvals having been obtained.
Unless the tender offer is extended, the tender offer and any
withdrawal rights to which Georgia-Pacific's shareholders may be
entitled will expire at 12:00 midnight, New York City time, on
Thursday, December 15, 2005. Following the acceptance for payment
of shares in the tender offer, Koch Forest Products will be merged
into Georgia-Pacific, with Georgia-Pacific surviving the merger as
a privately held, indirect wholly-owned subsidiary of Koch
Industries. Any Georgia-Pacific shareholders who have not sold
their shares in the tender offer will have certain dissenters'
rights with respect to the merger under the applicable provisions
of the Georgia Business Corporation Code, if those rights are
perfected. The complete terms and conditions of the tender offer
are set forth in the Offer to Purchase, Letter of Transmittal and
other related materials being filed by Koch Forest Products and
Koch Industries with the SEC. In addition, Georgia-Pacific will
file with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 relating to the tender offer. Copies of the Offer to
Purchase, Letter of Transmittal and other related materials,
including the Solicitation/Recommendation Statement, are available
from Georgeson Shareholder Communications Inc., the information
agent for the tender offer at 888-867-6856 (Toll Free). Banks and
brokers are asked to call 212-440-9800. Mellon Investor Services
LLC is acting as depositary for the tender offer. The dealer
manager for the offer is Citigroup Global Markets Inc. About
Georgia-Pacific Headquartered at Atlanta, Georgia-Pacific is one of
the world's leading manufacturers and marketers of tissue,
packaging, paper, building products and related chemicals. With
2004 annual sales of approximately $20 billion, the company employs
55,000 people at more than 300 locations in North America and
Europe. Its familiar consumer tissue brands include Quilted
Northern(R), Angel Soft(R), Brawny(R), Sparkle(R), Soft 'n
Gentle(R), Mardi Gras(R), Vanity Fair(R) and Lotus(R), as well as
the Dixie(R) brand of disposable cups, plates and cutlery.
Georgia-Pacific's building products manufacturing business has long
been among the nation's leading supplier of building products to
lumber and building materials dealers and large do-it-yourself
warehouse retailers. For more information, visit www.gp.com. About
Koch Industries Koch Industries, Inc., based in Wichita, Kan.,
(www.kochind.com), owns a diverse group of companies engaged in
trading, operations and investments worldwide, including a presence
in 50 countries in such core industries as trading, petroleum,
chemicals, energy, fibers, fertilizers, pulp and paper, ranching,
securities and finance. This announcement is neither an offer to
purchase nor a solicitation of an offer to sell securities. The
tender offer statement being filed with the SEC on Schedule TO
(including the Offer to Purchase, Letter of Transmittal and other
offer documents) and the Solicitation/Recommendation Statement
being filed with the SEC on Schedule 14D-9 contain important
information that should be read carefully before any decision is
made with respect to the tender offer. Those materials are
available to Georgia-Pacific security holders at no expense to
them. In addition, all of those materials (and all other offer
documents filed with the SEC) will be available at no charge on the
SEC's website at www.sec.gov. FORWARD-LOOKING STATEMENTS: Any
statements made regarding the proposed transaction between Koch
Industries, Inc. and Georgia-Pacific Corporation, the expected
timetable for completing the transaction, successful integration of
the business, benefits of the transaction, earnings, the
maintenance of Georgia-Pacific's headquarters in Atlanta and any
other statements contained in this news release that are not purely
historical fact are forward-looking statements, within the meaning
of the Private Securities Litigation Reform Act of 1995, that are
based on management's beliefs, certain assumptions and current
expectations. These statements may be identified by their use of
forward-looking terminology such as the words "expects,"
"projects," "anticipates," "intends" and other similar words. Such
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
projected. These risks and uncertainties include, but are not
limited to, general economic, business and market conditions and
the satisfaction of the conditions to closing of the proposed
transaction. For a more complete discussion of certain of the risks
and uncertainties that could cause actual results to differ from
those contained in the forward-looking statements, the discussion
of risks and uncertainties in the Georgia-Pacific 2004 10-K and
other SEC filings. The forward-looking statements contained in this
news release are made as of the date hereof, and we do not
undertake any obligation to update any forward-looking statements,
whether as a result of future events, new information or otherwise.
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