Verso Highlights Highly Qualified, Diverse, Newly Refreshed Board – Well-Positioned to Execute on Continued Strategic Transformation
Dec. 30, 2019 - Verso Corporation (NYSE: VRS) ("Verso" or the "Company") today announced that it has filed definitive proxy materials with the U.S. Securities and Exchange Commission ("SEC") in connection the Company's upcoming 2019 Annual Meeting of Stockholders (the "Annual Meeting"), scheduled for January 31, 2020.
As previously disclosed, the Annual Meeting will include proposals related to the sale of Verso's Androscoggin and Stevens Point mills to Pixelle Specialty Solutions (the "Pixelle Transaction").
Verso stockholders of record at the close of business on December 16, 2019, are entitled to notice and to vote upon these proposals at the Annual Meeting. The proxy statement and other important information related to the Annual Meeting can be found online at http://www.proxyvoting.com/VRS.
The Board unanimously recommends that stockholders vote "FOR" the Pixelle Transaction, ALL seven of Verso's nominees named below, and in accordance with the Company's recommendations on all other proposals on the WHITE proxy card TODAY:
- Dr. Robert K. Beckler
- Paula H. J. Cholmondeley
- Randy J. Nebel
- Steven D. Scheiwe
- Jay Shuster
- Adam St. John
- Nancy M. Taylor
In connection with the filing of the proxy statement, the Verso Board mailed the following letter to stockholders:
December 30, 2019
Dear Fellow Stockholders,
At the upcoming Annual Meeting on January 31, 2020, you will face important decisions regarding the future of your Company and the value of your investment. Among other things, you will be asked to approve the sale of our Androscoggin and Stevens Point mills to Pixelle Specialty Solutions LLC (the "Pixelle Transaction") and elect the directors you believe are most qualified to oversee the execution of the Company's transformation strategy, provide unbiased and unconflicted stewardship of the Company, including the use and return to stockholders of the anticipated net proceeds from the consummation of the Pixelle Transaction, and serve the best interests of ALL Verso stockholders.
Upon completing the SEC review and comment process of the preliminary proxy related to the Pixelle Transaction earlier than anticipated, Verso had the ability to schedule a single stockholder meeting to vote on the Pixelle Transaction at the Annual Meeting. The Board discussed the benefits of holding a single stockholder meeting using a single proxy card and then, with Messrs. Alan Carr and Eugene Davis (who are not standing for re-election at the Annual Meeting) recusing themselves from the Board meeting, authorized a change to the Annual Meeting date from January 21 to January 31, 2020, to hold a single meeting, as previously announced.
As you may know, Lapetus Capital II LLC ("Lapetus", and together with its affiliates, "Atlas," and BW Coated LLC and together with its affiliates, "Blue Wolf," and, collectively with Atlas, "Atlas/Blue Wolf"), have launched a costly, self-serving and distracting proxy contest.
STOCKHOLDERS SHOULD KNOW THE FACTS BEFORE MAKING A VOTING DECISION AT THE ANNUAL MEETING
- Verso has significantly outperformed both our peer group and the Russell 2000, with 49% stock appreciation over the last three years.
- Verso's Board intends to return at least $225 million of the net proceeds from the Pixelle Transaction to stockholders.
- Verso has put forth director nominees that, if elected, will comprise a newly refreshed Board with broad and deep experience and no conflicts of interest.
- We believe that Atlas/Blue Wolf is running this proxy contest in order to carry out its self-serving agenda – namely to create an exit strategy for its investment in Twin Rivers Paper ("Twin Rivers"). Equally troubling, we believe that the Atlas/Blue Wolf nominees would be subject to significant influence from Atlas/Blue Wolf, and as a result, would be inclined to favor them at the expense of our other stockholders.
The complete letter to Verso stockholders can be found on Verso's website: versoco.com
Verso Corporation is a leading North American producer of specialty and graphic papers, packaging and pulp. To learn more, please visit versoco.com
SOURCE: Verso Corporation