SPOKANE, Wash.--(BUSINESS WIRE)--
Clearwater Paper Corporation (NYSE:CLW) ("Clearwater Paper")
today announced the extension of the Expiration Date relating to the
cash tender offer (the "Tender Offer") to purchase any and all of Cellu
Tissue Holdings, Inc.'s ("Cellu Tissue") outstanding 11½% Senior Secured
Notes due 2014 (the "Cellu Notes").
The Tender Offer is being made upon the terms and subject to the
conditions set forth in Clearwater Paper's Offer to Purchase dated
November 5, 2010 (the "Offer to Purchase") and in connection with the
Agreement and Plan of Merger, dated as of September 15, 2010 (the
"Merger Agreement"), 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, subject to the satisfaction of certain conditions, Merger Sub
will merge with and into Cellu Tissue (the "Merger"). As a result of the
Merger, Cellu Tissue will become a wholly-owned subsidiary of Clearwater
Paper.
The Expiration Date for the Tender Offer has been extended to 4:00 p.m.,
New York City time, on December 27, 2010, unless further extended by
Clearwater Paper pursuant to the terms of the Offer to Purchase. As of
5:00 p.m., New York City time, on December 24, 2010, tenders had been
received from holders of $234.479 million (99.99%) in aggregate
principal amount of the Cellu Notes.
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).
This press release does not constitute an offer to purchase the Cellu
Notes. No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful. The Tender Offer is being made solely pursuant to the Offer to
Purchase and related transmittal documents.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements that
involve risks and uncertainties, including, but not limited to,
statements regarding the Tender Offer. These forward-looking statements
are based on Clearwater Paper's current expectations, estimates and
assumptions that are subject to change, and actual results may differ
materially from the forward-looking statements. Factors that could cause
actual results to differ materially include, but are not limited to, the
risk that the conditions to the Tender Offer may be delayed or not
occur. For a discussion of additional factors that may cause results to
differ, see Clearwater Paper's public filings with the Securities and
Exchange Commission. These forward-looking statements speak only as of
the date thereof. Clearwater Paper does not undertake to update any
forward-looking statements.
ABOUT CLEARWATER PAPER
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
quality-conscious printers and packaging converters. Clearwater Paper's
2,500 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
Matt Van Vleet, 509-344-5912
Source: Clearwater Paper Corporation
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