Spokane, Washington, USA, 22 November 2010 -- (BUSINESS WIRE) -- Clearwater Paper Corporation (NYSE: CLW) has extended the early tender deadline relating to the cash tender offer to purchase any and all of Cellu Tissue Holdings, Inc.'s outstanding 11½% senior secured notes due 2014. Clearwater Paper also announced that it expects to extend, via a press release to be issued at a later date, the expiration date of the tender offer; as a result, it will not be announcing the calculation of the total consideration at this time.
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 (merger sub), pursuant to which and subject to the satisfaction of certain conditions, 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 early tender deadline for the tender offer has been extended to 5:00 p.m., Eastern Time, on 30 November 2010, unless further extended by Clearwater Paper pursuant to the terms of the offer to purchase. Holders who validly tender their Cellu notes before 5:00 p.m., Eastern Time, on 30 November 2010, and have such Cellu notes accepted for payment by Clearwater Paper will receive the total consideration (as defined in the offer to purchase) per USD 1000 principal amount of Cellu notes and accrued and unpaid interest up to, but not including, the payment date. Holders who tender their Cellu notes after the early tender deadline but on or before the expiration date (as defined in the offer to purchase) will receive the total consideration per USD 1000 principal amount of Cellu notes validly tendered, less the early tender payment of USD 30.00 per USD 1000 principal amount of Cellu notes.
The expiration date of the tender offer is currently 9:00 a.m., Eastern Time, on 07 December 2010. Clearwater Paper expects that it will be extending the expiration date. If Clearwater Paper extends the expiration date, it will announce such extension by issuing a press release before 9:00 a.m., Eastern Time, on 08 December 2010.
The total consideration per USD 1000 principal amount of Cellu notes validly tendered before the early tender deadline will be calculated based on the present value on the payment date of the sum of the redemption price on the redemption date plus interest payments through the redemption date, determined using a discount factor equal to the yield on the price determination date (as defined in the offer to purchase) of the reference security plus a fixed spread of 50 basis points. Clearwater Paper expects that the price determination date will be 2:00 p.m., Eastern Time on a date that is at least 10 business days before the expiration date. Because Clearwater Paper expects that it will be extending the expiration date, it will not be announcing the calculation of the total consideration until after the expiration date is extended.
The withdrawal time relating to the tender offer expired 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).
Cellu Tissue has filed with the SEC a preliminary proxy statement and intends to file with the SEC a definitive proxy statement and other relevant material in connection with the merger. The definitive proxy statement will be 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 when they become available because they will contain important information about the merger. The proxy statement and other relevant materials (when they become available), 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 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.