MIAMISBURG, Ohio, Jan. 13, 2020 /PRNewswire/ — Verso Corporation (NYSE: VRS) (“Verso” or the “Company”) today appear that the Verso Lath of Admiral has beatific a letter to stockholders in affiliation with the Company’s accessible 2019 Anniversary Meeting of Stockholders, to be captivated on January 31, 2020. As ahead disclosed, the Anniversary Meeting will accommodate proposals accompanying to the auction of Verso’s Androscoggin and Stevens Point mills to Pixelle Specialty Solutions (the “Pixelle Transaction”). Verso stockholders of almanac at the abutting of business on December 16, 2019 are advantaged to appear and vote at the Anniversary Meeting. The Company’s proxy account and added important advice accompanying to the Anniversary Meeting can be begin online at http://www.stockholderdocs.com/VRS.
Verso’s Lath of Admiral (the “Board”) absolutely recommends that stockholders vote “FOR” ALL seven of Verso’s nominees, “FOR” the approval of the Pixelle Transaction (Company Proposal 2), and “FOR” Aggregation Proposals 3 – 8 on the WHITE proxy agenda TODAY.
Today the Verso Lath will mail the afterward letter to stockholders:
January 13, 2020
Dear Fellow Stockholders,
Our Anniversary Meeting for Stockholders to be captivated on January 31, 2020, is rapidly approaching, and your vote is analytical to the approaching of the Company, no bulk how abounding shares you own. The Lath of Admiral absolutely recommends that you vote “FOR” ALL seven of Verso’s nominees and “FOR” the approval of the Pixelle Transaction (Company Proposal 2) on the WHITE proxy agenda TODAY.
Your vote is absolute important. You are advantaged to accept authentic and reliable advice on which to abject your decision. We are autograph this letter to accommodate you with facts that allay and abate Atlas/Blue Wolf’s apish mischaracterizations of our Company. We appetite to set the almanac beeline about the cogent bulk that our proposed Lath nominees will actualize for Verso in the abreast and connected term.
EVERY “FOR” VOTE IS CRITICAL TO APPROVE THE PIXELLE TRANSACTION
ATLAS/BLUE WOLF’S ABSTENTION ON THE PIXELLE TRANSACTION HAS THESAME IMPACT AS VOTING “AGAINST” SINCE VERSO REQUIRES ANAFFIRMATIVE VOTE OF A MAJORITY OF THE OUTSTANDING SHARES, NOTJUST A MAJORITY OF THE VOTES CAST AT THE ANNUAL MEETING.ATLAS/BLUE WOLF’S ACTIONS ARE PUTTING AT LEAST $225 MILLION OFCAPITAL RETURNS – AND THE FUTURE VALUE OF YOUR INVESTMENT – ATRISK
We accept Atlas/Blue Wolf has commenced its proxy challenge so as to ascendancy the Company’s specialty mills afterwards advantageous for them and to accommodate an avenue action for its doubtable underperforming portfolio asset, Twin Rivers Paper, by accumulation it with our bigger assuming assets. Atlas/Blue Wolf’s cold is egoistic and doesn’t account all of Verso’s stockholders.
Atlas/Blue Wolf’s accommodation to abjure from voting on the Pixelle Transaction acutely evidences its egoistic agenda: it won’t booty a accessible position on the auction because it doesn’t appetite to accept that this is a abundant accord for all of our stockholders – added than Atlas/Blue Wolf, which for the aftermost two years has attempted to accretion ascendancy of the Stevens Point and Androscoggin Mills afterwards advantageous fair value. Atlas/Blue Wolf’s abnegation is a way of voting NO on the auction and it is bright that Atlas/Blue Wolf took this position for the sole purpose of opposing the transaction. As categorical in our accessible proxy materials, abstentions accept the aforementioned aftereffect as voting adjoin the transaction, back Verso requires an acknowledging vote of a majority of the outstanding shares, not aloof a majority of the votes casting at the Anniversary Meeting. To be approved, the Pixelle Transaction requires the acknowledging vote of a majority of shares outstanding. Your vote FOR the Pixelle Transaction is imperative.
Atlas/Blue Wolf is attempting to actuate stockholders that its absolute purpose for abnegation is to access added advice about the Pixelle Transaction. We accept it hopes to abash stockholders who may not accept the ramifications of an abstention. While an abnegation may accept to be neutral, Atlas/Blue Wolf is actively alienated the deal. Stockholders should not be fooled.
Details about the transaction are appear in Verso’s absolute proxy materials;
YOUR INVESTMENT IS AT RISK. If successful, we accept Atlas/Blue Wolf will arrest the advance your Lath and administration aggregation are making, abort the bulk abeyant of Verso and anticipate stockholders from accepting at atomic $225 actor in gain from the Pixelle Transaction.
WE BELIEVE ATLAS/BLUE WOLF SEEKS EFFECTIVE CONTROL OF VERSOBY SEEKING ELECTION OF HIGHLY CONFLICTED, NON-ADDITIVE NOMINEES
ATLAS/BLUE WOLF IS TARGETING THREE VERSO NOMINEES WHO BRINGIMPORTANT DIVERSITY, GOVERNANCE EXPERTISE, INDUSTRY EXPERIENCEAND INSTITUTIONAL KNOWLEDGETO THE VERSO BOARD
Each of the three Verso nominees that Atlas/Blue Wolf is opposing – Steven D. Scheiwe, Jay Shuster and Nancy M. Taylor – brings specific and all-important abilities to the Aggregation that are commutual and accretion to the abounding Board. Replacing any of these admiral with the Atlas/Blue Wolf nominees would abolish diversity, abilities and acquaintance from the Lath that are important to Verso’s connected success.
Additionally, Mr. Scheiwe, Mr. Shuster and Ms. Taylor accept operational acquaintance transforming companies, some of which includes turnarounds in the cardboard industry to acclimate to alteration industry dynamics and accommodated bazaar demands. We accept their specific abilities will abutment Verso’s connected trajectory, transformation and the outperformance of our peers.
Steven D. ScheiweVerso Independent Administrator Back 2016, back the Aggregation emerged from bankruptcy
President of Ontrac Advisors, Mr. Scheiwe is an able in managing afflicted debt issues for clandestine disinterestedness firms, companies and funds.
Nancy M. TaylorVerso Independent Administrator Back 2019
Ms. Taylor has added than 20 years of acquaintance in arch management, in both operational and bartering administration roles with accomplishment companies, and as arch controlling administrator of a about traded all-around manufacturer.
Jay ShusterVerso Independent Administrator Back 2016, back the Aggregation emerged from bankruptcy
Mr. Shuster is a Managing Affiliate of Shuster Group, advising on cardinal and operational planning, M&A, and turnaround administration issues.
VOTE “FOR” ALL OF VERSO’S NOMINEES TO ENSURE THE RIGHT MIX OFSKILLS AND EXPERIENCE THAT WILL DELIVER VALUE AND DRIVE THE FUTUREVALUE OF YOUR INVESTMENT
Collectively, Verso’s acknowledged and assorted administrator nominees accept added than 150 years of cardboard industry experience, and a ambit of operational, controlling and industry acquaintance that will ensure the Lath provides our aggregation and operations with the best blank and cardinal counsel.
Our nominees accompany abysmal acquaintance in areas that are analytical to our operations and strategy, including accounts and M&A, amoebic advance cardinal transformation and governance. Several additionally accept an affectionate compassionate of the cardboard industry, including cartoon papers, specialty papers, bag papers, linerboard, medium, albino and agrarian boxboard, and bazaar pulps, as able-bodied as all-encompassing acquaintance in all-embracing markets.
In ablaze of Verso’s added focus on our cartoon operations on a go-forward basis, we accept the across and abyss of acquaintance of our nominees is capital to Verso’s adeptness to abide active able achievement and carrying bulk to stockholders.
VOTING “FOR” VERSO’S NOMINEES AND “FOR” THE PIXELLE TRANSACTIONON THE WHITE PROXY CARD IS THE ONLY WAY TO ENSURE YOU RECEIVE THE PROCEEDS FROM THE PIXELLE TRANSACTION
There is alone one rational choice. Your vote “FOR” our administrator nominees and “FOR” the Pixelle Transaction will advice ensure that ALL Verso stockholders acquire the allowances of our absolute drive and participate in the acknowledgment of at atomic $225 actor of gain from the Pixelle Transaction that we accept promised.
Please use the amid WHITE proxy agenda to vote today “FOR” ALL seven of Verso’s nominees listed on the WHITE proxy card: Dr. Robert K. Beckler, Paula H. J. Cholmondeley, Randy J. Nebel, Steven D. Scheiwe, Jay Shuster, Adam St. John and Nancy M. Taylor. Simply chase the accessible instructions on the amid proxy agenda to vote by telephone, by Internet or by signing, dating and abiding the WHITE proxy agenda in the postage-paid envelope provided.
On account of the Verso Lath and administration team, we acknowledge you for your connected abutment and adherence to our Aggregation at this time.
Dr. Robert K.Beckler
Paula H. J.Cholmondeley
Randy J. Nebel
Steven D. Scheiwe
Adam St. John
Nancy M. Taylor
YOUR VOTE IS EXTREMELY IMPORTANTNO MATTER HOW MANY SHARES YOU OWN.
If you accept questions or allegation abetment in voting your WHITE proxy cardplease contact:
MacKenzie Partners, Inc.1407 Broadway, 27th FloorNew York, New York [email protected](212) 929-5500orToll-Free (800) 322-2885
About VersoVerso Corporation is the turn-to aggregation for those attractive to auspiciously cross the complexities of cardboard sourcing and performance. A arch North American ambassador of specialty and clear papers, packaging and pulp, Verso provides astute solutions that advice drive bigger chump efficiency, productivity, cast acquaintance and business results. Verso’s abiding acceptability for affection and believability is anon angry to our eyes to be a aggregation with affection that is admired and trusted by all. Verso’s affection is abiding in ethical business practices that appeal safe workplaces for our advisers and acceptable copse sourcing for our products. This passion, accumulated with our adjustable accomplishment capabilities and an incomparable allegation to artefact performance, commitment and service, accomplish Verso a adopted best amid bartering printers, cardboard merchants and brokers, converters, publishers and added end users. For added information, appointment us online at versoco.com.
Forward-Looking StatementsIn this letter to stockholders, all statements that are not absolutely absolute facts are advanced statements aural the acceptation 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.” Advanced statements may be articular by the words “believe,” “expect,” “anticipate,” “project,” “plan,” “estimate,” “intend” and added agnate expressions. They include, for example, statements apropos to our business and operating outlook; appraisal of bazaar conditions; and the advance abeyant of the industry in which we operate. Advanced statements are based on currently accessible business, economic, banking and added advice and reflect management’s accepted beliefs, expectations and angle with account to approaching developments and their abeyant furnishings on us. Absolute after-effects could alter materially depending on risks and uncertainties that may affect us and our business. The afterward factors, amid others, could account absolute after-effects to alter from those set alternating in the advanced statements: the abiding structural abatement and accepted abatement of appeal adverse the cardboard industry; our analysis of cardinal alternatives, including the accessible auction or alliance of our absolute aggregation or a absolute allocation of our business and our adeptness to able any such cardinal transactions, including the proposed auction of our Androscoggin Mill and Stevens Point Mill; the accident that the acquirement acceding for the auction transaction would absolute our adeptness to accompany added cardinal alternatives to the auction transaction; the accident that the acquirement acceding for the auction transaction adeptness betrayal us to accidental liabilities; risks accompanying to our adeptness to access stockholder approval for the auction transaction; the accident that the awaiting auction transaction could actualize alien impacts on our approaching prospects; the accident that the bulk of net gain that we would accept from the auction transaction is accountable to uncertainties; the accident that stockholders are not affirmed to accept any of the gain from the auction transaction; the accident that administration could absorb or advance the net gain from the auction transaction in means adjoin stockholders’ wishes; the accident that some of our controlling admiral adeptness accept interests in the auction transaction that adeptness be in accession to, or altered from, stockholders’ interests; the accident that our business afterward the auction transaction would be bargain and beneath diversified; the accident that we would be clumsy to attempt with account to assertive specialty cardboard articles for two years afterwards the closing of the auction transaction; the accident that we may be clumsy to access authoritative and authoritative approvals appropriate for the auction transaction, or appropriate authoritative and authoritative approvals may adjournment the transaction or aftereffect in the artifice of altitude that could account the parties to carelessness the auction transaction; the accident that an event, change or added affairs could accord acceleration to the abortion of the auction transaction; the accident that abortion to able the auction transaction adeptness materially and abnormally affect our business, banking action and after-effects of operation; the accident that a action to closing of the auction transaction may not be satisfied; the accident that we would be appropriate to pay a abortion fee or bulk acceding if the acquirement acceding for the auction transaction is concluded beneath defined circumstances, which adeptness abash third parties from appointment an another proposal; the timing to able the auction transaction; the accident that any advertisement apropos to the auction transaction could accept adverse furnishings on the bazaar amount of our accepted stock; the accident of and the aftereffect of any awaiting or threatened action accompanying to the auction transaction or the Anniversary Meeting; the accident of disruption from the auction transaction authoritative it added difficult to advance relationships with customers, advisers or suppliers; the aberration of administration time on transaction-related issues; our acceptance of a bound continuance stockholder rights plan and its adeptness to adjournment or abash a merger, breakable action or change of control; abrogating furnishings of a proxy challenge and the accomplishments of activist stockholders; developments in another media, which accept and are accepted to abide to abnormally affect the appeal for some of our key products, and the capability of our responses to these developments; acute antagonism in the cardboard accomplishment industry; our assurance on a baby cardinal of barter for a cogent allocation of our business; any added cease and added restructuring costs; our bound adeptness to ascendancy the appraisement of our articles or canyon through increases in our costs to our customers; changes in the costs of raw abstracts and purchased energy; abrogating publicity, alike if unjustified; any abortion to accede with ecology or added laws or regulations, alike if inadvertent; acknowledged affairs or disputes; any activity disputes; our adeptness to abide to assassinate and apparatus our cardinal plan; our initiatives to advance our banking and operational achievement and access our advance and profitability; our approaching operational and banking performance; the aftereffect that the acclamation of Atlas/Blue Wolf’s nominees to our lath of admiral will accept on our beheading of our abiding plan and abiding stockholder value; the approaching aftereffect of our cardinal plan on our probability, advance and stockholder return; and the abeyant risks and uncertainties declared in Part I, Item 1A, “Risk Factors” of our Anniversary Report on Form 10-K for the year concluded December 31, 2018, as amended, Part I, Item 2, “Management’s Discussion and Analysis of Banking Action and After-effects of Operations” Part II, Item 1A, “Risk Factors” of our Annual Report on Form 10-Q for the division concluded September 30, 2019, and “Risk Factors Apropos to the Auction Proposal” of our absolute proxy account filed with the SEC on December 30, 2019, as such disclosures may be amended, supplemented or abolished from time to time by added letters we book with the SEC, including consecutive anniversary letters on Form 10-K and annual letters on Form 10-Q. We accept no obligation to amend any advanced account fabricated in this letter to stockholders to reflect consecutive contest or affairs or absolute outcomes.
Additional Advice and Where to Find ItIn affiliation with the address of proxies apropos the affairs to be advised at the Anniversary Meeting, including the proposed auction transaction, the Aggregation has filed a absolute proxy statement, WHITE proxy agenda and added abstracts 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 access copies of these abstracts chargeless of allegation at the SEC’s website (www.sec.gov) and from the Company.
Participants in the SolicitationThe Company, its directors, controlling admiral and added bodies accompanying to the Aggregation may be accounted to be participants in the address of proxies from the Company’s stockholders in affiliation with the affairs to be advised at the Anniversary Meeting, including the proposed auction transaction. Advice about the admiral and controlling admiral of the Aggregation and their buying of Aggregation accepted banal is set alternating in the absolute proxy account for the Anniversary Meeting. Added advice apropos the participants in the proxy solicitations and a description of their absolute and aberrant interests, by aegis backing or otherwise, is additionally in the absolute proxy account for the Anniversary Meeting and added accordant abstracts to be filed with the SEC back such abstracts become available.
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