MIAMISBURG, Ohio, Jan. 27, 2020 /PRNewswire/ -- Verso
Corporation (NYSE: VRS) ("Verso" or the "Company") today announced
that leading independent proxy advisory firm Egan-Jones Proxy
Services ("Egan-Jones") has recommended that Verso stockholders
vote "FOR" all of Verso's director nominees and vote using the
WHITE proxy card.
Additionally, Egan-Jones has joined Glass, Lewis & Co.
("Glass Lewis") and Institutional Shareholder Services ("ISS") in
recommending that Verso stockholders vote "FOR" the Company's
pending sale of its Androscoggin and Stevens Point mills to Pixelle
Specialty Solutions LLC (the "Pixelle Transaction") at the
Company's stockholder meeting scheduled to be held on January 31, 2020 (the "Annual Meeting").
Egan-Jones repeatedly stressed that its recommendations for
Verso stockholders are aligned with the agenda on the WHITE
proxy card provided by Verso management:
"WE RECOMMEND VOTING THE MANAGEMENT'S WHITE
PROXY CARD."1
Joining both Glass Lewis and ISS in recommending that Verso
stockholders vote "FOR" the Pixelle Transaction, Egan-Jones
stated:
"Based on the review of
publicly available information on strategic, corporate governance
and financial aspects of the proposed transaction, Egan-Jones views
the proposed transaction to be a desirable approach in maximizing
shareholder value. After careful consideration, we believe that
approval of the sale proposal is in the best interests of the
Company and its shareholders and its advantages and opportunities
outweigh the risks associated with the transaction. As of the
Record Date, there were 34,704,367 shares of common stock
outstanding. We recommend a vote FOR this
Proposal."2
In addition to recommending Verso stockholders vote using the
WHITE proxy card and vote "FOR" the Pixelle Transaction,
Egan-Jones recommended stockholders vote "FOR" Verso's director
nominees and stated:
"Based on our review of
publicly available information, we believe that voting FOR the
management nominees is in the best interest of the Company and its
shareholders. In arriving at that conclusion, we have considered
the following factors:
We recognize Verso's efforts in
refreshing the Board in order to strengthen its independence, which
we believe will lead to a more responsible and accountable
decision-making and oversight to execute the Company's strategies,
essentially during and after the consummation of the Pixelle
transaction.
In our view, Verso has the best
in class Board of directors, whose collective experience and skills
will reinforce Verso's business objectives and strategies. If
elected, we believe that the management's slate will continue to
devote its in-depth understanding to heighten the Company's
financial and operational performance.
Following Verso's attempt to
amicably settle the proxy contest, we believe that the dissident
shareholders' actions would potentially disrupt the Company's track
record of financial progression. Moreover, we are aversive in
recommending the dissident shareholders' slate due to conflicts of
interests which we believe could harm the interests of the
shareholders in the long-run.
Given the slate of nominees,
the nominees appear qualified and we recommend a vote FOR this
Proposal."3
The Verso Board unanimously urges all stockholders to use the
WHITE proxy card to vote "FOR" the Pixelle Transaction in
accordance with the Egan-Jones, Glass Lewis and ISS recommendations
and "FOR" Verso's highly qualified director nominees: Dr.
Robert K. Beckler, Paula H.J. Cholmondeley, Randy J. Nebel, Steven
D. Scheiwe, Jay Shuster,
Adam St. John and Nancy M. Taylor.
Vote "FOR" the Pixelle Transaction and "FOR" Verso's Director
Nominees on the WHITE Proxy Card Today
The Board advises all stockholders to simply discard any BLUE
proxy card or other proxy materials received from Atlas/Blue
Wolf.
If you have questions or need assistance in voting your
WHITE proxy card please contact:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
proxy@mackenziepartners.com
(212) 929-5500
or
Toll-Free (800) 322-2885
About Verso
Verso Corporation is the turn-to company for those looking to
successfully navigate the complexities of paper sourcing and
performance. A leading North American producer of specialty and
graphic papers, packaging and pulp, Verso provides insightful
solutions that help drive improved customer efficiency,
productivity, brand awareness and business results. Verso's
long-standing reputation for quality and reliability is directly
tied to our vision to be a company with passion that is respected
and trusted by all. Verso's passion is rooted in ethical business
practices that demand safe workplaces for our employees and
sustainable wood sourcing for our products. This passion, combined
with our flexible manufacturing capabilities and an unmatched
commitment to product performance, delivery and service, make Verso
a preferred choice among commercial printers, paper merchants and
brokers, converters, publishers and other end users. For more
information, visit us online at versoco.com.
Forward-Looking Statements
In this press release, all statements that are not purely
historical facts are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, or
"Securities Act," and Section 21E of the Securities Exchange Act of
1934, as amended, or "Exchange Act." Forward-looking statements may
be identified by the words "believe," "expect," "anticipate,"
"project," "plan," "estimate," "intend" and other similar
expressions. They include, for example, statements relating to our
business and operating outlook; assessment of market conditions;
and the growth potential of the industry in which we operate.
Forward-looking statements are based on currently available
business, economic, financial and other information and reflect
management's current beliefs, expectations and views with respect
to future developments and their potential effects on us. Actual
results could vary materially depending on risks and uncertainties
that may affect us and our business. The following factors, among
others, could cause actual results to differ from those set forth
in the forward-looking statements: the long-term structural decline
and general softening of demand facing the paper industry; our
exploration of strategic alternatives, including the possible sale
or merger of our entire company or a material portion of our
business and our ability to consummate any such strategic
transactions, including the proposed sale of our Androscoggin Mill
and Stevens Point Mill; the risk that the purchase agreement for
the sale transaction would limit our ability to pursue other
strategic alternatives to the sale transaction; the risk that the
purchase agreement for the sale transaction might expose us to
contingent liabilities; risks related to our ability to obtain
stockholder approval for the sale transaction; the risk that the
pending sale transaction could create unknown impacts on our future
prospects; the risk that the amount of net proceeds that we would
receive from the sale transaction is subject to uncertainties; the
risk that stockholders are not guaranteed to receive any of the
proceeds from the sale transaction; the risk that management could
spend or invest the net proceeds from the sale transaction in ways
against stockholders' wishes; the risk that some of our executive
officers might have interests in the sale transaction that might be
in addition to, or different from, stockholders' interests; the
risk that our business following the sale transaction would be
reduced and less diversified; the risk that we would be unable to
compete with respect to certain specialty paper products for two
years after the closing of the sale transaction; the risk that we
may be unable to obtain governmental and regulatory approvals
required for the sale transaction, or required governmental and
regulatory approvals may delay the transaction or result in the
imposition of conditions that could cause the parties to abandon
the sale transaction; the risk that an event, change or other
circumstances could give rise to the termination of the sale
transaction; the risk that failure to consummate the sale
transaction might materially and adversely affect our business,
financial condition and results of operation; the risk that a
condition to closing of the sale transaction may not be satisfied;
the risk that we would be required to pay a termination fee or
expense reimbursement if the purchase agreement for the sale
transaction is terminated under specified circumstances, which
might discourage third parties from submitting an alternative
proposal; the timing to consummate the sale transaction; the risk
that any announcement relating to the sale transaction could have
adverse effects on the market price of our common stock; the risk
of and the outcome of any pending or threatened litigation related
to the sale transaction or the Annual Meeting; the risk of
disruption from the sale transaction making it more difficult to
maintain relationships with customers, employees or suppliers; the
diversion of management time on transaction-related issues; our
adoption of a limited duration stockholder rights plan and its
ability to delay or discourage a merger, tender offer or change of
control; negative effects of a proxy contest and the actions of
activist stockholders; developments in alternative media, which
have and are expected to continue to adversely affect the demand
for some of our key products, and the effectiveness of our
responses to these developments; intense competition in the paper
manufacturing industry; our dependence on a small number of
customers for a significant portion of our business; any additional
closure and other restructuring costs; our limited ability to
control the pricing of our products or pass through increases in
our costs to our customers; changes in the costs of raw materials
and purchased energy; negative publicity, even if unjustified; any
failure to comply with environmental or other laws or regulations,
even if inadvertent; legal proceedings or disputes; any labor
disputes; our ability to continue to execute and implement our
strategic plan; our initiatives to improve our financial and
operational performance and increase our growth and profitability;
our future operational and financial performance; the effect that
the election of Atlas/Blue Wolf's nominees to our board of
directors will have on our execution of our long-term plan and
long-term stockholder value; the future effect of our strategic
plan on our probability, growth and stockholder return; and the
potential risks and uncertainties described in Part I, Item 1A,
"Risk Factors" of our Annual Report on Form 10-K for the year ended
December 31, 2018, as amended, Part
I, Item 2, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," Part II, Item 1A, "Risk
Factors" of our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2019, and "Risk Factors
Relating to the Sale Proposal" of our definitive proxy statement
filed with the SEC on December 30,
2019, as such disclosures may be amended, supplemented or
superseded from time to time by other reports we file with the SEC,
including subsequent annual reports on Form 10-K and quarterly
reports on Form 10-Q. We assume no obligation to update any
forward-looking statement made in this press release to reflect
subsequent events or circumstances or actual outcomes.
Additional Information and Where to Find It
In connection with the solicitation of proxies concerning the
matters to be considered at the Annual Meeting, including the
proposed sale transaction, the Company has filed a definitive proxy
statement, WHITE proxy card and other materials with the SEC. WE
URGE INVESTORS TO READ THE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY
CARD, AND ANY OTHER MATERIALS FILED WITH THE SEC CAREFULLY BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE MATTERS TO BE CONSIDERED AT THE
ANNUAL MEETING. Investors may obtain copies of these documents free
of charge at the SEC's website (www.sec.gov) and from the
Company.
Participants in the Solicitation
The Company, its directors, executive officers and other persons
related to the Company may be deemed to be participants in the
solicitation of proxies from the Company's stockholders in
connection with the matters to be considered at the Annual Meeting,
including the proposed sale transaction. Information about the
directors and executive officers of the Company and their ownership
of Company common stock is set forth in the definitive proxy
statement for the Annual Meeting. Other information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
is also in the definitive proxy statement for the Annual Meeting
and other relevant materials to be filed with the SEC when such
materials become available.
1 Permission to use quotations neither sought nor
obtained.
2 Permission to use quotations neither sought nor
obtained.
3 Permission to use quotations neither sought nor
obtained.
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SOURCE Verso Corporation