Verso Corporation (NYSE: VRS) (“Verso”) announced on Sunday that it has entered into a definitive merger agreement under which BillerudKorsnäs AB (“BillerudKorsnäs”) will acquire all of the outstanding shares of Verso for a purchase price of $ 27 per share in cash, or approximately $ 825 million1. The board of directors of Verso, acting on the recommendation of a special committee of the board of directors of Verso, unanimously approved and decided to recommend the approval of the merger by the shareholders of Verso. The transaction is expected to close in the second quarter of 2022.
The consideration corresponds to a premium of around 35% compared to the closing price of the Verso share on December 17, 2021; a premium of around 26% over the volume-weighted average price of the Verso share over the last 30 trading days; and a premium of approximately 57% over the unaffected closing price of Verso shares on July 9, 2021, the day before Atlas Holdings submits an unsolicited, non-binding proposal to acquire Verso for 20.00 $ per share in cash.
The acquisition of Verso is fully in line with BillerudKorsnäs’ strategy to generate profitable growth in cardboard and its ambition to expand in North America. BillerudKorsnäs aims to build one of the most profitable and sustainable carton platforms in North America by converting multiple Verso assets into carton machines while maintaining Verso’s position as a leader in quality and cost. in specialty and coated fine papers.
By completing this acquisition, BillerudKorsnäs recognizes that Verso’s strategic assets are positioned in a region with an abundant and profitable fiber supply suitable for the production of premium packaging materials. Verso’s location also presents favorable export opportunities to Asia and Europe. Verso will become the platform for BillerudKorsnäs’ future expansion in North America and should provide opportunities for continued growth over the next ten years and beyond. The combined company will be one of the largest suppliers of virgin fiber paper and packaging with a cost and quality advantage.
Randy Nebel, President and CEO of Verso, said, “With the support of our talented team, Verso has been successful in streamlining our operations and reducing our costs while strategically investing in projects to improve our ability to support our clients. This transaction builds on our significant progress and better position the combined company to invest in our manufacturing capacity in North America, provide high quality paper products to customers and accelerate growth. “
Mr. Nebel continued, “This agreement follows careful consideration and negotiations by the special committee of our board that was formed following the receipt of the unsolicited proposal earlier this year. Our entire Board of Directors believes that this transaction maximizes value for shareholders, who will receive premium and immediate and definite value. In BillerudKorsnäs, we have found a partner who shares our commitments to safety, quality, sustainability and innovation and is uniquely positioned to recognize the value of our business. We are grateful for BillerudKorsnäs’ partnership over the past few months in securing this convincing transaction, especially in an uncertain and restrictive travel environment linked to a pandemic. We are delighted to join BillerudKorsnäs and benefit from enhanced opportunities as part of a bigger and stronger organization. “
Christoph Michalski, President and CEO of BillerudKorsnäs, said: “The combination of BillerudKorsnäs expertise in high quality virgin fiber packaging materials and the attractive assets of Verso creates an excellent platform for a profitable long-term growth. We will achieve profitable production of virgin fiber in the midwestern United States. We also plan to sequentially transform part of the business into carton production while continuing to serve US customers. Our investments will create new jobs in the United States in a growing market and accelerate the transition from plastics – packaging materials made from renewable sources.
Invest in the Verso platform
BillerudKorsnäs plans to convert Verso’s largest plant, its Escanaba plant, into a world-class, sustainable and fully integrated cardboard production site. One machine is expected to be converted by 2025, a second machine by 2029, with a total capacity of approximately 1,200,000 tonnes (1,100 ktons). BillerudKorsnäs estimates that the investment for the conversion project will amount to around $ 1 billion2.
In addition to continuing paper production at Escanaba during the conversion, BillerudKorsnäs plans to continue operating the plant at Quinnesec, a cost and quality leader in graphic paper, particularly coated papers and coated papers. special papers. The mill has the capacity to produce approximately 430,000 tonnes (400 ktons) of graphic and specialty papers and 240,000 tonnes (200 ktons) of market pulp per year.
BillerudKorsnäs is committed to continuing to serve existing Verso customers.
Additional transaction details
The acquisition will be made pursuant to a definitive merger agreement under which Verso will merge with a wholly-owned subsidiary of BillerudKorsnäs. The acquisition will be primarily funded by BillerudKorsnäs through increased debt and operating cash flow. The closing of the transaction is not subject to any financing condition.
A special meeting of Verso shareholders is expected to be called after the Verso shareholders have been sent a proxy for the transaction. The transaction is expected to close in the second quarter of 2022, subject to the approval of Verso shareholders, as well as receipt of regulatory approvals and satisfaction of other customary closing conditions. Regulatory approvals include antitrust approval from the United States as well as approval from the relevant federal and state energy regulatory authorities in the United States.
Rothschild & Co serves as exclusive financial advisor and Kirkland & Ellis LLP serves as legal advisor to Verso. BofA Securities serves as exclusive financial advisor, Skadden, Arps, Slate, Meagher & Flom LLP serves as US legal advisor and Cederquist serves as Swedish legal advisor to BillerudKorsnäs.
About Verso Corporation
Verso Corporation is a leading US 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 primarily designed for commercial printing, advertising and marketing applications including direct mail, catalogs, corporate media, books and magazines. Verso’s specialty paper products include non-stick backing papers and label face paper for pressure sensitive, glue-applied and laminate applications. Verso produces wrapping paper used in high-end packaging and printing applications such as greeting cards, book covers, shirts, labels and point-of-sale displays. Verso also manufactures market pulp used in printing, writing, specialty and wrapping papers, toilet tissue and toilet paper, and paper towels. For more information, visit us online at versoco.com.