Wednesday, 09 February 2022 09:50

Verso Corporation Files Definitive Proxy Statement in Connection with BillerudKorsnäs Merger Agreement

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Special Meeting of Verso Stockholders to Approve Merger Scheduled for March 11, 2022

Verso Recommends All Stockholders Vote "FOR" ALL Proposals at the Special Meeting

Verso Corporation (NYSE: VRS) ("Verso") today announced the filing of a definitive proxy statement for a special meeting of stockholders, at which Verso stockholders will consider and vote upon various items related to the proposed and previously announced transaction with BillerudKorsnäs AB ("BillerudKorsnäs").

If approved, all Verso stockholders will receive $27.00 per share in cash upon closing of the transaction, representing immediate and certain value at a significant premium. The consideration corresponds to a premium of approximately 57% compared to the unaffected closing price of Verso's shares on July 9, 2021, the day prior to the submission of an unsolicited, non-binding proposal to acquire Verso for $20.00 per share in cash, and a 35% premium over that unsolicited proposal.

verso logo 2017As outlined in the definitive proxy and previously announced, this agreement follows careful consideration and multiple rounds of negotiation led by the Special Committee of our Board which was formed following receipt of the unsolicited proposal. The Board and the Special Committee determined that the BillerudKorsnäs offer was clearly superior to any alternative transaction or the risk-adjusted value that could reasonably be achieved through continued execution of Verso's standalone plan and is confident that the proposed transaction is in the best interests of all Verso stockholders.

The special meeting will be held virtually via live webcast at 10:00 a.m. Eastern Time on March, 11, 2022, and can be accessed by visiting www.virtualshareholdermeeting.com/VRS2022SM. Stockholders of record as of the close of business on the established record date of February 7, 2022, will be entitled to vote their shares at the special meeting. Verso will mail its definitive proxy statement and a proxy card to Verso's stockholders entitled to vote at a special meeting. The Verso Board of Directors unanimously recommends that stockholders vote "FOR" the merger with BillerudKorsnäs as well as the other proposals set forth in the proxy statement.

The transaction is expected to close during the second quarter of 2022, subject to the approval of Verso's stockholders, as well as receipt of regulatory approvals and satisfaction of other customary closing conditions. Regulatory approvals include U.S. antitrust approval as well as approval from relevant state and federal energy regulatory authorities in the U.S.

About Verso Corporation
Verso Corporation is a leading American owned and operated producer of graphic, specialty and packaging paper and market pulp, with a long-standing reputation for quality and reliability. Verso's graphic paper products are designed primarily for commercial printing, advertising and marketing applications, including direct mail, catalogs, corporate collateral, books and magazines. Verso's specialty paper products include release liner papers and label face stock for pressure sensitive, glue-applied and laminate applications. Verso produces packaging paper used in higher-end packaging and printing applications such as greeting cards, book covers, folders, labels and point-of-purchase displays. Verso also makes market pulp used in printing, writing, specialty and packaging papers, facial and toilet tissue, and paper towels. For more information, visit us online at www.versoco.com 

Participants in the Solicitation
Verso and its respective directors and certain of its respective executive officers and employees will be deemed to be participants in the solicitation of proxies in respect of the proposed merger under the rules of the SEC. Information about Verso's directors and executive officers is available in Verso's definitive proxy statement filed by Verso with the SEC on February 8, 2022. This document is available free of charge from the sources indicated above, and from Verso by going to its investor relations page on its corporate website at https://investor.versoco.com/. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the definitive proxy statement and other relevant materials to be filed with the SEC regarding the proposed merger when they become available. Investors should read the definitive proxy statement carefully before making any voting or investment decisions. You may obtain free copies of this document from Verso using the sources indicated above.

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