|Over a month ago|
Verso price target lowered to $35 from $50 at BWS Financial » 09:4403/1603/16/20
BWS Financial analyst…
BWS Financial analyst Hamed Khorsand lowered the firm's price target on Verso to $35 from $50 and keeps a Strong Buy rating on the shares. The "rapid change" in the economy could result in Verso seeing a decline in volumes late in Q1 and more so in Q2, Khorsand tells investors in are research note. The analyst believes the postponement and possible cancellation of live events could result in an increase in inventory in the channel.
Verso names Adam St. John as President » 16:4603/1303/13/20
Verso Corporation announced that its Board of Directors has elected Verso's CEO Adam St. John, to serve also as the company's President, effective immediately. In addition, the board has elected Aaron D. Haas to serve as Verso's Senior Vice President, Sales and Marketing, effective immediately. In this position, Mr. Haas joins the company's senior leadership team, with responsibility for leading the company's strategic and tactical sales and marketing initiatives.
Verso president Michael Weinhold resigns » 19:1903/1103/11/20
Verso announced that…
Verso announced that Michael Weinhold has resigned as President of Verso, effective March 10, 2020.
|Over a quarter ago|
Verso completes sale of Androscoggin and Stevens Point mills » 10:4502/1002/10/20
Verso Corporation announced that it has completed the sale of its Androscoggin Mill, located in Jay, Maine, and its Stevens Point Mill, located in Stevens Point, Wisconsin, to Pixelle Specialty Solutions. "The company will promptly announce how it plans to utilize no less than $225 million and up to $282 million of the net cash proceeds from the transaction for the benefit of stockholders. Verso also plans to utilize a portion of the net cash proceeds in 2020 to reduce its remaining unfunded pension liability," the company stated. Verso CEO Adam St. John added: "After the transaction, we will continue to be a debt-free company with significant manufacturing and financial flexibility, well positioned to enhance our competitive market position, effectively respond to industry trends and take advantage of low-risk, high-return opportunities that should create long-term value for all of our stakeholders."
Verso, Lapetus Capital settle pending proxy contest » 06:0601/3101/31/20
Verso and Lapetus Capital…
Verso and Lapetus Capital announced that they have reached an agreement to settle the pending proxy contest with respect to the company's 2019 annual meeting of stockholders and certain other matters. Pursuant to the cooperation agreement, the company, Atlas and Blue Wolf have agreed to take all action necessary for the board to consist of the following individuals immediately subsequent to the annual meeting: Sean Erwin, Jeffrey Kirt and Marvin Cooper; Robert Beckler, Randy Nebel and Nancy Taylor and Adam John. Erwin will be appointed chairman of the board. As part of the cooperation agreement, Paula Cholmondeley, Steven Scheiwe, Jay Shuster and Timothy Lowe have agreed to not stand for election at the annual meeting. Despite Cholmondeley and Lowe enjoying widespread support for election to the board, each agreed to withdraw their candidacy so as to facilitate the cooperation agreement reached between the parties. Lowe agreed, at Atlas' request, to withdraw his candidacy to allow him to continue in his current active operating partner role with Atlas and he will be available to Verso should they seek his pulp and paper industry expertise in the days ahead. In addition, immediately following the annual meeting, Marvin Cooper will be appointed to the board. In addition, pursuant to the Cooperation Agreement, Atlas and Blue Wolf have agreed to vote "FOR" the Company's pending sale of its Androscoggin and Stevens Point mills to Pixelle Specialty Solutions LLC (the "Pixelle Transaction").
Verso urges stockholders to vote FOR pending sale of mills to Pixelle » 08:1101/2801/28/20
Verso urges stockholders…
Verso urges stockholders to vote TODAY "FOR" the Company's pending sale of its Androscoggin and Stevens Point mills to Pixelle Specialty Solutions and "FOR" ALL Verso's highly qualified director nominees on the WHITE proxy card. Verso's 2019 Annual Meeting of Stockholders will be held on January 31. The company said "It is imperative that stockholders vote as soon as possible. By voting on the Company's WHITE proxy card, you will be voting FOR: Return of Net Proceeds from the Pixelle Transaction to Stockholders in an Aggregate Amount of Up to $282 Million and Not Less Than $225M; Highly Qualified, Conflict-free, Diverse and Refreshed Slate of Director Nominees Best Suited to Oversee Verso's Strategy; Verso's Stock Price Outperformance versus Its Peer Group and Russell 2000 Composite Index, with 49% Appreciation over the Last Three Years, versus 37% and 33%, respectively; Debt-Free, Streamlined Company With Low SG&A Expense and Strong Operating Cash Flow.
Verso announces proxy advisor recommends stockholders to vote white card » 08:0701/2701/27/20
Verso announced that…
Verso announced that leading independent proxy advisory firm Egan-Jones Proxy Services has recommended that Verso stockholders vote "FOR" all of Verso's director nominees and vote using the WHITE proxy card. Additionally, Egan-Jones has joined Glass, Lewis & Co. and Institutional Shareholder Services, or ISS, in recommending that Verso stockholders vote "FOR" the Company's pending sale of its Androscoggin and Stevens Point mills to Pixelle Specialty Solutions at the Company's stockholder meeting scheduled to be held on January 31. Egan-Jones repeatedly stressed that its recommendations for Verso stockholders are aligned with the agenda on the WHITE proxy card provided by Verso management.
Verso urges stockholders to vote for Pixelle transaction, director nominees » 10:2901/2401/24/20
Verso Corporation in…
Verso Corporation in connection with the proxy contest being waged by Atlas/Blue Wolf, a stockholder currently attempting to gain 50% of the non-management seats on the Company's board of directors following multiple failed attempts to gain control of the Company during the period December 22, 2017 to June 14, 2020, offered the following additional information to stockholders: "Atlas/Blue Wolf made a premium cash bid for the acquisition of all of the Company's Stock in December 2017, which was followed by active but protracted negotiations over a six-month period. During negotiations, Atlas/Blue Wolf made multiple material amendments to their bid, including changes to the proposed amounts and forms of consideration, and changes to the proposed transaction structure, including the contribution of their then wholly-owned privately held portfolio company, Twin Rivers Paper Company. By June 2018, the negotiations stalled and, in July 2018, Atlas Blue Wolf requested that the Company relieve them of previously agreed upon customary standstill obligations, so as to enable Atlas/Blue Wolf to make open market purchases of the Company's common stock. That request was denied. Following the expiration of the customary standstill provision, Atlas/Blue Wolf increased its ownership and, in 2019, made several acquisition proposals to the Company, including an arguably coercive tender proposal so as to own 50.2% of the Company's outstanding stock and a proposal to make a preferred investment coupled with board representation. The Company advised Atlas/Blue Wolf that it was prepared to engage in renewed discussions, provided that Atlas/Blue Wolf execute a new confidentiality agreement with a customary standstill, which Atlas/Blue Wolf refused to do.On June 13, 2019, the Company adopted a stockholder rights plan so as to thwart hostile takeover attempts of the Company that would not benefit all stockholders. Stockholders are being asked to vote on the Stockholder Rights Plan at the Annual Meeting. On June 26, 2019, Atlas/Blue Wolf's affiliate nominated four director nominees for election at the Annual Meeting. At the time, the Verso board of directors had four members. On September 20, 2019, Atlas/Blue Wolf filed a Schedule 13D, which was subsequently amended in October and December 2019. On December 5, 2019, Atlas/Blue Wolf filed a preliminary proxy statement setting forth three director nominees for election at the Verso Annual Meeting. On December 10 2019, Atlas/Blue Wolf rejected the Company's then proposed cooperation agreement, related to a settlement proposal that would have provided Atlas/Blue Wolf with two seats on the Verso board. Among other things, Atlas/Blue Wolf rejected and refused to agree to customary standstill provisions, so as to continue to allow Atlas/Blue Wolf to acquire and to trade in the Company's stock, to enter into voting arrangements or form 13(d) groups with other stockholders and to make proposals with respect to business combinations or other type of transactions. This highly unusual background between Atlas/Blue Wolf and the Company, coupled with Atlas/Blue Wolf's insistence on the ability of its nominees to freely share material, non-public information with Atlas/Blue Wolf and continue trading Verso stock, underscores the Company's concerns that Atlas/Blue Wolf is only seeking to advance its own agenda to the detriment of Verso's other stockholders. The Company does not believe that the proxy contest being waged by Atlas/Blue Wolf relates to governance practices or the need to see additional information on the Pixelle Transaction. Rather, Verso, based upon its extensive background with Atlas/Blue Wolf, believes that the proxy contest is yet another attempt by Atlas/Blue Wolf to accomplish their objective of controlling the Company, given that the outcome could effectively result in Atlas becoming a "controlling stockholder." Verso believes that the proxy contest is directly related to Atlas/Blue Wolf's objective to control the Company, this time, however, without paying anything to stockholders."
Verso's proposed Pixelle transaction recommended by Glass Lewis, ISS » 09:2201/2301/23/20
Verso announced that…
Verso announced that independent proxy advisory firm Glass Lewis joins ISS in recommending that Verso stockholders vote for the company's pending sale of its Androscoggin and Stevens Point mills to Pixelle Specialty Solutions at the company's stockholder meeting on January 31. Glass Lewis stated: "We find that the proposed sale of Verso's Specialty Mills to Pixelle is a generally reasonable transaction that appears to be in the best interests of Verso shareholders (...) we believe the board has taken generally reasonable steps to evaluate potential alternatives prior to entering into the sale agreement with Pixelle (...)" While Glass Lewis recommended that stockholders vote for the election of Atlas/Blue Wolf's nominee, Sean T. Erwin, whose appointment to the Board was included in multiple settlement constructs proposed by the Verso Board, Glass Lewis did not recommend the remaining two dissident nominees:"We do not believe the election of the remaining Dissident Nominees [Jeffrey E. Kirt and Timothy Lowe] is warranted given their potential conflicts of interest and relationship with ABW. Moreover, we are hesitant to afford ABW outsize board representation at this time in light of its demonstrated interest in a potential transaction involving Verso and its recent attempts to take control of the company."
Verso urges stockholders to approve Pixelle transaction » 09:1401/2101/21/20
Verso urged stockholders,…
Verso urged stockholders, in order to ensure that net cash proceeds of up to $282M and not less than $225M will be returned to stockholders from its pending sale of its Androscoggin and Stevens Point mills to Pixelle Specialty Solutions: to use the Company's WHITE Proxy Card; to vote "FOR" the Pixelle Transaction; and to vote "FOR" ALL seven of Verso's nominees. On January 17 Institutional Shareholder Services, a leading independent proxy advisory service, issued a report in which it recommends that stockholders vote "FOR" the Pixelle Transaction, stating that the recommendation of the Pixelle Transaction demonstrates "the Board's interest in and ability to improve shareholder value"1 and that "The [sale] process appears reasonably thorough and the transaction should benefit the company financially. The Company expects that, subject to stockholder approval being received at the annual meeting scheduled for January 31, the Pixelle Transaction will be consummated in early February 2020.