Appleton Papers and Hicks Acquisition II Agree to Combine
Appleton, Wisconsin, and Dallas, Texas, USA, 16 May 2012 -- Appleton Papers Inc and Hicks Acquisition Company II, Inc. (Nasdaq: HKAC) today announced a definitive agreement under which Appleton will engage in a business combination with Hicks Acquisition Company II valued at USD 675 million. The combined company will be listed on the Nasdaq exchange, positioning Appleton for long-term growth and profitability with an improved balance sheet and greater access to capital.
Appleton is a leading manufacturer of specialty high value-added coated paper products and a provider of proprietary encapsulation applications. Hicks Acquisition Company II is a special purpose acquisition company founded and headed by Thomas O. Hicks, with approximately USD 149.3 million of cash in trust.
When the transaction closes, Appleton will change its corporate name to Appvion. The new name combines the words “applied” and “innovation,” reflecting the company‟s successful transformation from a paper company to a business focused on coating formulations and applications, and specialty chemicals.
Under the terms of the proposed business combination, Hicks Acquisition Company II will invest the cash held in trust, less expenses and amounts paid for certain repurchases and redemptions of its stockholders, to acquire an equity interest in Appleton. Proceeds from the transaction may be used by Appleton for reducing the amount of debt outstanding, capital expenditures to facilitate growth initiatives, reducing the amount of warrants outstanding, or other general corporate purposes.
“We are tremendously pleased to be partnering with Appleton, its management team, and its employee-owners," Hicks said. "Appleton is a true leader in its markets with a broad and diverse product line, globally respected brands, a legacy of innovation and a world-class management team. We are very impressed by Appleton‟s recent steps to further transform its business to value added converting and encapsulation. In particular, we believe that its recent agreement with Domtar allows the company to focus on its core, value-added capabilities, while reducing asset intensity and substantially increasing its profitability and free cash flow. We look forward to completing the transaction and supporting the management team as they continue to realize Appleton‟s full potential.”
Members of the Appleton management team will continue in their current positions under the new ownership structure.
“This transaction will be the latest milestone in Appleton‟s transformation from a paper producer to a company focused on coating formulations and applications, and specialty chemicals,” said Mark Richards, Appleton's chairman, president, and chief executive officer. “The combination with Hicks Acquisition Company II provides the company with capital to further strengthen our balance sheet, support our businesses and pursue attractive growth opportunities in our markets. Our customers will benefit as we continue to expand and improve the value-added products and services we provide them. Appleton ESOP participants, through their ownership interests in Paperweight Development Corporation, the parent company of Appleton, will be able to share in an even stronger company and hold a more flexible security with greater potential for appreciation. We are proud to partner with Tom Hicks and his colleagues, who have a decades-long record of supporting and building the value of specialty manufacturing companies.”
The boards of directors of Hicks Acquisition Company II, Paperweight, and Appleton have unanimously approved the proposed transaction. Completion of the transaction, which is expected during July 2012, is subject to expiration or early termination of any applicable Hart-Scott-Rodino waiting period, approval of the transaction by Hicks Acquisition Company II‟s stockholders, approval by State Street Bank and Trust Company, the trustee representing participants in the Appleton ESOP, and certain other closing conditions.
Jefferies & Company, Inc. is serving as exclusive financial advisor to Appleton. Deutsche Bank Securities Inc. is serving as exclusive financial advisor to Hicks Acquisition Company II. Legal counsel to Appleton is DLA Piper LLP and Morgan, Lewis & Bockius LLP. Legal counsel to Hicks Acquisition Company II is Akin Gump Strauss Hauer & Feld LLP.
Additional information about the transaction, as well as Appleton's operations and historical financial information, will be contained in an investor presentation that will be made public today and filed by Hicks Acquisition Company II and Appleton with the Securities and Exchange Commission (SEC). Interested parties should visit the SEC Web site at www.sec.gov. Much of this information can also be found on Appleton's Web site at www.appletonideas.com. Hicks Acquisition Company II stockholders may obtain copies of all documents filed with the SEC regarding the transaction, free of charge, at the SEC's website (www.sec.gov) or by directing a request to Hicks Acquisition Company II at 100 Crescent Court, Suite 1200, Dallas, TX 75201, or (214) 615-2300.
Description of the Terms of the Transaction
Appleton is owned by Paperweight, which is owned by the Appleton ESOP. Under the terms of the business combination, Appleton will be organized as a limited liability company, and PDC will hold Class B units in Appleton that are exchangeable into shares of common stock of Hicks Acquisition Company II. On a pro forma basis, giving effect to such an exchange and assuming no redemptions of Hicks Acquisition Company II stock, Paperweight will own approximately 37% of the pro forma outstanding equity of the combined companies. Paperweight also will be entitled to receive up to 3.0 million additional shares based on certain stock price performance targets. After completion of the transaction, Mr. Hicks and the other current Hicks Acquisition Company II stockholders will own approximately 63% of the pro forma outstanding equity. Ownership percentages are calculated as basic ownership and exclude earn out shares, warrants, options, and redemptions from the ownership calculation. Ownership percentages may vary proportionately depending on the level of redemptions by Hicks Acquisition Company II shareholders prior to closing (or repurchases of common stock by Hicks Acquisition Company II from its stockholders).
Appleton was founded in 1907 in Appleton, Wisconsin. With 2011 sales of nearly USD 860 million, Appleton is a global leader operating in three business segments: direct thermal, in which it holds the leading position in North America and is considered to be the market leader in innovation; carbonless/security, in which the company holds the number one position worldwide; and Encapsys, an innovative and rapidly growing specialty chemical operation that is a leader in microencapsulation for use in branded consumer products. Appleton creates product solutions through its development and use of coating formulations, coating applications, and microencapsulation technology. The company produces thermal, carbonless, and security papers and microencapsulation products. Appleton has manufacturing operations in Wisconsin, Ohio, and Pennsylvania, employs approximately 1800 people, and has been 100% employee-owned since 2001. For more information, visit www.appletonideas.com.
About Hicks Acquisition Company II, Inc.
Hicks Acquisition Company II, Inc. is a special purpose acquisition company, launched in October 2010 in an initial public offering with USD 150 million of gross proceeds. Hicks Acquisition Company II was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. It currently has no operating businesses.