SPOKANE, Wash.--(BUSINESS WIRE)--
Clearwater Paper Corporation (NYSE:CLW) today announced it has
completed its acquisition of Cellu Tissue Holdings, Inc., an Alpharetta,
Georgia-based manufacturer of tissue products. Clearwater Paper,
headquartered in Spokane, Wash., now has 14 manufacturing locations in
the U.S. and Canada, with a fifteenth under construction at Shelby, N.C.
"The acquisition significantly expands our tissue business to serve a
broad customer base through a truly national network of sales and
management professionals, talented manufacturing employees and
strategically located production facilities," said Gordon Jones,
chairman, president and CEO. "The acquisition supports our strategy to
grow our private label tissue business while providing the opportunity
to diversify into new channels."
"We are excited about the opportunities the combined company offers our
customers, and are pleased to welcome our new employees to the
Clearwater Paper family," said Bob DeVleming, vice president of consumer
products. "We are ready to put the combined talents of all of our
employees into action to best support Clearwater Paper's existing and
new customers."
Clearwater Paper paid $12 per share in cash for Cellu Tissue's
outstanding common stock and funded the acquisition using a combination
of existing cash on hand and $375 million of debt financing. The
purchase price was approximately $530 million, including equity value of
approximately $247 million, retired debt of approximately $267 million
and assumed debt of approximately $16 million. The retired debt amount
included approximately $32.5 million from Cellu Tissue's credit facility.
On December 27, 2010, and in connection with the acquisition of Cellu
Tissue, Clearwater Paper also completed its previously announced cash
tender offer to purchase any and all of Cellu Tissue's outstanding 11½%
Senior Secured Notes due 2014. The tender offer expired at 11:00 a.m.,
New York City time, on December 27, 2010. Based on the final tabulation
provided by D.F. King & Co., Inc., the depositary and information agent
for the tender offer, the aggregate principal amount of Cellu Tissue
notes that were validly tendered and not validly withdrawn prior to the
expiration time was $234.479 million, representing 99.99% in aggregate
principal amount of the Cellu Tissue Notes. Clearwater Paper has
accepted for purchase all Cellu Tissue Notes validly tendered and not
validly withdrawn prior to the expiration time, with settlement
occurring today, December 27, 2010.
FORWARD LOOKING STATEMENTS
This press release contains certain forward-looking statements regarding
Clearwater Paper and its acquisition of Cellu Tissue, including but not
limited to statements regarding the strategic and financial benefits of
the acquisition of Cellu Tissue, opportunities for growth with existing
customers and new customers in new channels, Clearwater Paper's strategy
to grow its private label tissue business, and the construction of a
manufacturing facility at Shelby, N.C. Actual events or results may
differ materially from those contained in these forward-looking
statements. Among the important factors that could cause future events
or results to vary from those addressed in the forward-looking
statements include, without limitation, risks and uncertainties arising
from difficulties with the integration process or the realization of the
benefits expected from the acquisition of Cellu Tissue; general economic
conditions in the regions and industries in which Clearwater Paper
operates; and changes in the cost and availability of wood fiber used in
the production of the company's products. In addition, please refer to
the documents that Clearwater Paper files with the Securities and
Exchange Commission ("SEC") on Forms 10-K, 10-Q and 8-K. The filings by
Clearwater Paper identify and address other important factors that could
cause events or results to vary from the forward-looking statements set
forth in this press release. Clearwater Paper is under no duty to update
any of the forward-looking statements after the date of this press
release to conform to actual results.
ABOUT CLEARWATER PAPER
Clearwater Paper manufactures quality consumer tissue, away-from-home
tissue, hard roll tissue, machine glazed tissue, bleached paperboard,
pulp and wood products at 14 manufacturing locations in the U.S. and
Canada. The company is a premier supplier of private label tissue to
major retailers and wholesale distributors. This includes grocery, drug,
mass merchants and discount stores. The company also produces bleached
paperboard used by quality-conscious printers and packaging converters.
Clearwater Paper's 3,700 employees build shareholder value by developing
strong customer partnerships through quality and service.
For additional information on Clearwater Paper, please visit our
website at www.clearwaterpaper.com.
Clearwater Paper Corporation
(News media)
Matt Van Vleet,
509-344-5912
or
(CFO)
Linda Massman, 509-344-5905
or
(Investors)
Sean
Butson (IR Sense), 509-344-5906
Source: Clearwater Paper Corporation
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