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January 2, 2020

Verso says takeover attempt would threaten sale of Jay mill

With a showdown less than a month away over a takeover attempt — and potentially, the sale of its paper mill in Jay — Verso Corp. (NYSE: VRS) is going to great lengths in winning over shareholders.

The company this week issued a 3,000-word letter making its case why they should reject board nominations by a group of three private equity firms that own nearly 10% of outstanding Verso stock.

The Verso board is scheduled to hold its annual meeting on Jan. 31.

Since 2017, Atlas Holdings, Blue Wolf Capital Advisors and Lapetus Capital have made several unsuccessful bids to acquire the Miamisburg, Ohio-based company. In December, the firms filed a proxy statement for three director nominees, each of whom the Verso board had previously rejected. A compromise proposal and counter-proposal were both rejected.

In the letter, the board said the nominees, if elected, would threaten the sale of the Androscoggin Mill and another in Wisconsin for $400 million to Pixelle Specialty Solutions LLC, a Pennsylvania producer of specialty paper.

The potential directors backed by the firms are “pursuing a self-serving agenda to gain control of Verso,” according to the board, and if elected would “derail” the Pixelle deal in favor of a merger with a competitor, Twin Rivers Paper of Madawaska.

One of the nominees put forth by the firms, Timothy Lowe, serves as a director and operating partner of Twin Rivers, the letter noted.

Attempts to reach representatives of the investment firms were not immediately successful.

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