Spokane, Washington, USA, 13 December 2010 -- (BUSINESS WIRE) -- Clearwater Paper Corporation (NYSE: CLW) today announced the pricing of the total consideration to be paid in connection with the cash tender offer to purchase any and all of Cellu Tissue Holdings, Inc.'s outstanding 11½% senior secured notes due 2014.
The tender offer is being made on the terms and subject to the conditions set forth in Clearwater Paper's offer to purchase dated 05 November 2010 and in connection with the agreement and plan of merger, dated 15 September 2010, among Clearwater Paper, Cellu Tissue, and Sand Dollar Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Clearwater Paper (the merger sub), whereby the merger sub will merge with and into Cellu Tissue. As a result of the merger, Cellu Tissue will become a wholly-owned subsidiary of Clearwater Paper.
The expiration date for the tender offer is 11:00 a.m., Eastern Time, on 27 December 2010, unless further extended by Clearwater Paper.
As of 5:00 p.m., Eastern Time, on 10 December 2010, tenders had been received from holders of USD 234.366 million (99.95%) in aggregate principal amount of the Cellu notes. Holders who validly tendered their Cellu notes on or before 30 November 2010 and have such Cellu notes accepted for payment by Clearwater Paper will receive USD 1160.71 per USD 1000 principal amount of Cellu notes, which includes an early tender payment of USD 30.00 per USD 1000 principal amount of Cellu notes, plus accrued and unpaid interest up to, but not including, the payment date.
Holders who tender their Cellu notes after 30 November 2010, but on or before the expiration date, will not receive the USD 30.00 per USD 1000 principal amount of Cellu notes early tender payment, and therefore will receive USD 1130.71 per USD 1000 principal amount of Cellu notes validly tendered, plus accrued and unpaid interest up to, but not including, the payment date.
The total consideration of USD 1160.71 per USD 1000 principal amount of Cellu notes validly tendered on or before 30 November 2010, was calculated based on the present value on the payment date of the sum of the redemption price on the redemption date plus interest payments to, but not including, the redemption date, determined using a discount factor equal to the yield on 13 December 2010, of the reference security plus a fixed spread of 50 basis points. The reference yield and the offer yield, as such terms are used in the offer to purchase, are 0.197% and 0.697%, respectively.
The withdrawal time relating to the tender offer expired at 5:00 p.m., Eastern Time, on 19 November 2010. As a result, all Cellu notes previously tendered and any Cellu notes that are properly tendered after the date hereof may not be withdrawn unless Clearwater Paper makes a material change to the terms of the tender offer or is otherwise required by law to permit withdrawal.
The tender offer is conditioned upon the satisfaction of, or, where applicable, Clearwater Paper's waiver of, certain conditions, including that all of the conditions precedent to the closing of the merger as set forth in the merger agreement shall have been satisfied or waived, and certain other customary conditions.
The complete terms and conditions of the tender offer are described in the offer to purchase, a copy of which may be obtained by contacting D.F. King & Co., Inc., the information agent for the tender offer, at 800-431-9643 (U.S. toll-free). BofA Merrill Lynch is the exclusive dealer manager for the tender offer. Additional information concerning the tender offer may be obtained by contacting BofA Merrill Lynch, Debt Advisory Services, at 980-388-9217 (collect) or 888-292-0070 (U.S. toll-free).
On 01 December 2010, Cellu Tissue filed with the Securities and Exchange Commission (SEC) a definitive proxy statement and other relevant material in connection with the merger. The definitive proxy statement has been sent or given to the stockholders of Cellu Tissue. Before making any voting or investment decision with respect to the merger, investors and stockholders of Cellu Tissue are urged to read the proxy statement and the other relevant material because they contain important information about the merger. The proxy statement and other relevant materials, and any other documents filed by Cellu Tissue with the SEC, may be obtained free of charge at the SEC's Web site at www.sec.gov, at Cellu Tissue's Investor Relations Web site at http://cellutissue.com/investor (click "SEC filings") or from Cellu Tissue by contacting Investor Relations by mail at 1855 Lockeway Drive, Suite 501, Alpharetta, Georgia 30004, Attention: Investor Relations, or by telephone at 678-393-2651.
Clearwater Paper manufactures quality consumer tissue, bleached paperboard, and wood products at six facilities across the country. The company is a premier supplier of private label tissue to major retail grocery chains, and also produces bleached paperboard used by printers and packaging converters. Clearwater Paper's 2500 employees build shareholder value by developing strong customer partnerships through quality and service.