Displaying items by tag: Clearwater Paper Corporation

Clearwater Paper Corporation (NYSE: CLW) today announced it has agreed to acquire Cellu Tissue Holdings, Inc., an Alpharetta, GA-based integrated manufacturer of tissue products (NYSE: CLU), for approximately $502 million, including equity value of approximately $247 million and net debt of approximately $255 million. Clearwater Paper will pay $12.00 per share in cash for Cellu Tissue's outstanding common stock and intends to fund the acquisition using a combination of existing cash on hand and $350 million of debt financing. Clearwater Paper has secured a financing commitment for the transaction from BofA Merrill Lynch.

Clearwater Paper believes the acquisition will be immediately accretive to earnings per share before taking into account an estimated $15-$20 million in net annual cost synergies expected by the end of 2012. The acquisition has been unanimously approved by both companies' boards of directors and is expected to close in the fourth quarter of 2010, following Cellu Tissue stockholder approval, regulatory clearances, and other customary closing conditions. Weston Presidio and Russell Taylor, Cellu Tissue's chief executive officer, which together own approximately 56% of Cellu Tissue's common stock outstanding, have agreed to vote their shares in favor of the transaction.

"We are very pleased to have the opportunity to rapidly expand our tissue manufacturing footprint through the acquisition of Cellu Tissue and create a combined company with much stronger operational scale to better serve private label tissue customers. This acquisition, coupled with the previously announced construction of our new tissue machine and converting facilities in Shelby, North Carolina, is expected to provide both short and long-term value to our shareholders," said Gordon Jones, chairman, president and CEO. "Clearwater Paper already has a national sales footprint, and this acquisition gives us a rare opportunity to immediately have a national manufacturing presence to increase service to our existing private label grocery customers and expand into new private label channels," added Jones.

The expected strategic and financial benefits of the transaction are as follows:

  • Opportunity for Clearwater Paper to establish a national manufacturing presence as a papermaker and converter of tissue products
  • Customer growth with existing and new customers
  • Increased Through-Air-Dried (TAD) capacity
  • Logistical improvements through shipping and transportation synergies
  • Combined company annual revenues expected to be approximately $1.9 billion
  • Immediate accretion to earnings per share before synergies
  • Expected annual net cost synergies of $15-$20 million by the end of 2012

Cellu Tissue's well-developed private label and specialty tissue businesses, which include 10 sites, complement Clearwater Paper's existing private label tissue and pulp and paperboard businesses.

In connection with the acquisition of Cellu Tissue, Clearwater Paper intends to tender for or defease Cellu Tissue's outstanding 11.50% senior secured notes due 2014.

BofA Merrill Lynch acted as financial advisor and Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor to Clearwater Paper. Goldman, Sachs & Co. acted as financial advisor and King & Spalding LLP acted as legal advisor to Cellu Tissue.

CONFERENCE CALL INFORMATION

A live audio webcast and conference call will be held today, Thursday, September 16, 2010 at 8:30 a.m. Pacific time (11:30 a.m. Eastern time). Investors may access the conference call by dialing 877-303-9241 (for U.S./Canada investors) or 760-666-3575 (for international investors). The audio webcast may be accessed on the company's Web site at http://ir.clearwaterpaper.com/events.cfm. An accompanying presentation will be available for downloading at the same site at 5:30 a.m. Pacific time (8:30 a.m. Eastern time). The webcast will be audio only. Investors are recommended to download the accompanying presentation prior to the call.

For those unable to participate in the call, an archived recording will be available through the Clearwater Paper Corporation Web site www.clearwaterpaper.com under "Investor Relations" following the conference call.

FORWARD-LOOKING STATEMENTS SAFE HARBOR

This press release contains certain forward-looking statements regarding the proposed transaction between Clearwater Paper and Cellu Tissue, including but not limited to statements regarding expected accretion to earnings, the estimated amount of annual synergies resulting from the merger, expected combined company annual revenues, the benefits of the proposed transaction to Clearwater Paper stockholders, opportunities for growth with existing customers and new customers in new channels, tissue production facilities and the expected timing of closing. 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 the possibility that the closing of the transaction may be delayed or may not occur; difficulties with the integration process or the realization of the benefits expected from the proposed transaction; Clearwater Paper's ability to obtain debt financing to fund the acquisition price; general economic conditions in the regions and industries in which Clearwater Paper and Cellu Tissue operate; changes in the cost and availability of wood fiber used in the production of the companies' products; and litigation or regulatory matters involving antitrust or other matters that could affect the closing of the transaction. In addition, please refer to the documents that Clearwater Paper and Cellu Tissue file with the Securities and Exchange Commission ("SEC") on Forms 10-K, 10-Q and 8-K. The filings by Clearwater Paper and Cellu Tissue 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 and Cellu Tissue are under no duty to update any of the forward-looking statements after the date of this press release to conform to actual results.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Cellu Tissue intends to file with the SEC a preliminary proxy statement and a definitive proxy statement and other relevant material in connection 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 website at www.sec.gov, at Cellu Tissue's Investor Relations website 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 (707) 407-2164.

PARTICIPANTS IN THE SOLICITATION

Clearwater Paper and Cellu Tissue and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Cellu Tissue stockholders in connection with the merger. Information about Clearwater Paper's directors and executive officers is set forth in Clearwater Paper's proxy statement on Schedule 14A filed with the SEC on March 29, 2010 and its Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on February 26, 2010, respectively. Information about Cellu Tissue's directors and executive officers is set forth in its proxy statement on Schedule 14A filed with the SEC on June 25, 2010. Additional information regarding the interests of participants in the solicitation of proxies in connection the merger will be included in the proxy statement that Cellu Tissue intends to file with the SEC.

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.

ABOUT CELLU TISSUE HOLDINGS

Cellu Tissue Holdings, Inc. is a North American producer of tissue products, with a focus on consumer-oriented private label products and a growing presence in the value retail tissue market. For more information, visit Cellu Tissue's website at www.cellutissue.com.

For additional information on Clearwater Paper, please visit our website at www.clearwaterpaper.com.

SOURCE: Clearwater Paper Corporation

Clearwater Paper Corporation
News media:
Matt Van Vleet, 509-344-5912
or
CFO:
Linda Massman, 509-344-5905
or
Investors:
IR Sense
Sean Butson, 509-344-5906
Published in Canadian News

Clearwater Paper Corporation ("Clearwater Paper") has announced the extension of the Expiration Date, as well as the results to 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 11:00 a.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 6, 2010, tenders had been received from holders of $234.357 million (99.95%) in aggregate principal amount of the Cellu Notes. Holders who validly tendered their Cellu Notes on or before November 30, 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 $1,000 principal amount of Cellu Notes and accrued and unpaid interest up to, but not including, the payment date (the "Payment Date"). Holders who tender their Cellu Notes after November 30, 2010, but on or prior to the Expiration Date will receive the Total Consideration per $1,000 principal amount of Cellu Notes validly tendered, less the early tender payment of $30.00 per $1,000 principal amount of Cellu Notes.

The Total Consideration per $1,000 principal amount of Cellu Notes validly tendered on or before November 30, 2010, 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., New York City time, on December 13, 2010.

The Withdrawal Time relating to the Tender Offer expired at 5:00 p.m., New York City time, on Friday, November 19, 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 001-800-431-9643 (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 001-980-388-9217 (collect) or 001-888-292-0070 (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.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

On December 1, 2010, Cellu Tissue filed with the SEC a definitive proxy statement and other relevant material in connection with the Merger. The definitive proxy statement has been 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 because they contain important information about the Merger. The proxy statement and other relevant materials, and any other documents filed by Cellu Tissue with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov, at Cellu Tissue's Investor Relations website 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 001-678-393-2651.

PARTICIPANTS IN THE SOLICITATION

Clearwater Paper and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Cellu Tissue stockholders in connection with the proposed Merger. Information about Clearwater Paper's directors and executive officers is set forth in Clearwater Paper's proxy statement on Schedule 14A filed with the SEC on March 29, 2010, and its Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 26, 2010. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Merger is included in the definitive proxy statement that Cellu Tissue filed with the SEC on December 1, 2010.

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 more info contact:

Clearwater Paper Corporation
Matt Van Vleet, 001-509-344-5912

Source: Clearwater Paper Corporation Clearwater Paper Corporation

Published in North American News

Clearwater Paper Corporation has announced the pricing of $375 million principal amount of senior notes due 2018 (the "Notes"). The Notes will have an interest rate of 7 1/8% per annum and are being issued at a price equal to 100% of their face value.

The net proceeds of the offering will be used to finance in part the company's acquisition of Cellu Tissue Holdings, Inc., to refinance certain existing indebtedness of Cellu Tissue, and to pay fees and expenses incurred as part of the Notes offering, the acquisition and related transactions. The proceeds from the offering will be placed in escrow pending the closing of acquisition. The acquisition is expected to close in the fourth quarter of 2010, subject to customary closing conditions. If the acquisition is not completed, the company will be required to redeem all of the Notes. The Notes will be guaranteed by substantially all of the company's future wholly owned domestic restricted subsidiaries, including Cellu Tissue and certain of its subsidiaries upon the completion of the acquisition.

As the offering is a private placement, the Notes will be offered and sold only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933 (the "Securities Act") and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes to be offered have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements within the meaning of the Private Litigation Reform Act of 1995 as amended, including, but not limited to, statements regarding the proposed acquisition of Cellu Tissue, the offering of the Notes and the anticipated use of proceeds therefrom. These forward-looking statements are based on the Company'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 closing of the acquisition of Cellu Tissue may be delayed or not occur, the impact of conditions in the credit markets generally and, in particular, for companies in the markets in which the Company operates, and changes and uncertainty in the United States and international economies in which the Company and Cellu Tissue operate. For a discussion of additional factors that may cause results to differ, see the Company's public filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date thereof. The Company does not undertake to update any forward-looking statements.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Cellu Tissue intends to file with the SEC a preliminary proxy statement and a definitive proxy statement and other relevant material in connection with the proposed acquisition. 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 acquisition, 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 acquisition. 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 website at www.sec.gov, at Cellu Tissue's Investor Relations website 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.

PARTICIPANTS IN SOLICITATION

Clearwater Paper and Cellu Tissue and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Cellu Tissue stockholders in connection with the proposed acquisition. Information about Clearwater Paper's directors and executive officers is set forth in Clearwater Paper's proxy statement on Schedule 14A filed with the SEC on March 29, 2010 and its Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on February 26, 2010. Information about Cellu Tissue's directors and executive officers is set forth in its proxy statement on Schedule 14A filed with the SEC on June 25, 2010. Additional information regarding the interests of participants in the solicitation of proxies in connection the acquisition will be included in the proxy statement that Cellu Tissue intends to file with the SEC.

SOURCE: Clearwater Paper Corporation

Published in North American News

Clearwater Paper Corporation has announced certain preliminary financial results as of and for the three months ended September 30, 2010, in connection with the company's previously announced proposed offering of $350 million aggregate principal amount of senior notes due 2018. Clearwater Paper currently estimates that for such period, its net sales were between $345 million and $360 million and its Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization, or Adjusted EBITDA, was comparable to that achieved during the same quarter in fiscal 2009. Clearwater Paper's net sales were $331.5 million for the three months ended September 30, 2009. Clearwater Paper also estimates that its cash and short-term investments as of September 30, 2010 were approximately $357 million.

The estimates for net sales and Adjusted EBITDA were derived from preliminary results of operations that are unaudited and subject to the completion of Clearwater Paper's financial closing process for this period. Actual results for the quarter may differ from the estimated results. During the course of the financial statement closing process, Clearwater Paper may identify items that would require it to make adjustments, which may be material, to the estimated range of net sales set forth above or the amount of Adjusted EBITDA.

There can be no assurance that these preliminary results will not differ from the financial information reflected in Clearwater Paper's financial statements for such period when they have been finalized or that these preliminary results are indicative of future performance.

This announcement of Clearwater Paper's preliminary financial results is being made in connection with its previously announced offering of $350 million of debt securities.

Use of Non-GAAP Financial Measures

This press release includes a statement regarding the non-GAAP financial measure entitled "Adjusted EBITDA." Clearwater Paper defines Adjusted EBITDA as EBITDA adjusted for non-recurring expenses or income, including debt retirement costs and alternative fuel tax credits. EBITDA, as defined by Clearwater Paper, is net earnings adjusted for net interest expense, income taxes, and depreciation and amortization. Adjusted EBITDA is a non-GAAP measure that Clearwater Paper's management uses to evaluate the cash generating capacity of Clearwater Paper. The most directly comparable GAAP measure for Adjusted EBITDA is net earnings.

Clearwater Paper believes that the presentation of non-GAAP financial measures enhances an investor's understanding of its financial performance. Clearwater Paper believes that Adjusted EBITDA is a useful financial metric to assess its operating performance from period to period by excluding certain items that it believes is not representative of its business. Clearwater Paper believes that Adjusted EBITDA will provide investors with a useful tool for assessing the comparability between periods of its ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures. Clearwater Paper uses these financial measures for business planning purposes and in measuring performance relative to that of our respective competitors.

In addition, Clearwater Paper believes Adjusted EBITDA is a measure commonly used by investors to evaluate its performance and that of its competitors. They are not presentations made in accordance with GAAP and the use of the term Adjusted EBITDA varies from others in Clearwater Paper's industry. This financial measure should not be considered an alternative to other performance measures derived in accordance with GAAP as measures of operating performance or operating cash flows or as measures of liquidity.

Adjusted EBITDA has important limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of Clearwater Paper's results as reported under GAAP. For example, Adjusted EBITDA:

  • excludes certain tax payments that may represent a reduction in cash available to us;
  • does not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;
  • does not reflect changes in, or cash requirements for, our working capital needs;
  • does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; and
  • other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our U.S. GAAP results and we use EBITDA and Adjusted EBITDA only supplementally.

CONFERENCE CALL INFORMATION

Clearwater Paper will host its scheduled third quarter 2010 financial results conference call on Thursday, October 28, 2010, at 8 a.m. Pacific Time (11 a.m. Eastern Time) to discuss its third quarter financial results in more detail. Clearwater Paper will issue its complete financial results press release before the market opens the same day.

Investors may access the conference call by dialing 877-303-9241 (for US/Canada investors) or 760-666-3575 (for international investors). The audio Web cast may be accessed on Clearwater Paper's Web site at http://ir.clearwaterpaper.com/events.cfm.

An accompanying presentation will be available for downloading from http://ir.clearwaterpaper.com/events.cfm before the market opens. The Web cast will be audio only. Investors are recommended to download the accompanying presentation prior to the call.

For those unable to participate in the call, an archived recording will be available through Clearwater Paper's Web site at www.clearwaterpaper.com under "Investor Relations" following the conference call.

FORWARD-LOOKING STATEMENTS SAFE HARBOR

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as amended, including statements regarding Clearwater Paper's results of operations and financial condition at and for the three months ended September 30, 2010. These forward-looking statements are based on current expectations, estimates, assumptions and projections 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, adjustments to Clearwater Paper's preliminary results in the course of the financial closing process, Clearwater Paper's ability to execute on its expansion plans; customers' product preferences, changes in the United States and international economies; changes in raw material and energy costs; cyclical industry conditions; loss of a large customer; changes in the alternative fuel mixture tax credit regulations and Clearwater Paper's eligibility for such tax credits; competitive pricing pressure for Clearwater Paper's products; changes in freight costs and disruptions in transportation services; unanticipated manufacturing disruptions; changes in general and industry-specific laws and regulations; unforeseen environmental liabilities or expenditures; labor disruptions; and other risks and uncertainties described from time to time in Clearwater Paper's public filings with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this press release and 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. Clearwater Paper 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.

Published in Financial News

Clearwater Paper Corporation has announced a proposed offering of $350 million aggregate principal amount of senior notes due 2018.

The net proceeds of the offering will be used to finance in part the Company's acquisition of Cellu Tissue Holdings, Inc., to refinance certain existing indebtedness of Cellu Tissue, and to pay fees and expenses incurred as part of the notes offering, the acquisition and related transactions.

As the offering is a private placement, the notes will be offered and sold only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933 (the "Securities Act") and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The notes to be offered have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the notes nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements within the meaning of the Private Litigation Reform Act of 1995 as amended, including, but not limited to, statements regarding the acquisition of Cellu Tissue, the proposed offering of the notes and the anticipated use of proceeds therefrom. These forward-looking statements are based on the Company'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 closing of the acquisition of Cellu Tissue Holdings, Inc. may be delayed or not occur, the impact of conditions in the credit markets generally and, in particular, for companies in the markets in which the Company operates, and changes and uncertainty in the United States and international economies in which the Company and Cellu Tissue operate. For a discussion of additional factors that may cause results to differ, see the Company's public filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date thereof. The Company does not undertake to update any forward-looking statements.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Cellu Tissue intends to file with the SEC a preliminary proxy statement and a definitive proxy statement and other relevant material in connection 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 website at www.sec.gov, at Cellu Tissue's Investor Relations website 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.

PARTICIPANTS IN SOLICITATION

Clearwater Paper and Cellu Tissue and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Cellu Tissue stockholders in connection with the merger. Information about Clearwater Paper's directors and executive officers is set forth in Clearwater Paper's proxy statement on Schedule 14A filed with the SEC on March 29, 2010 and its Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on February 26, 2010. Information about Cellu Tissue's directors and executive officers is set forth in its proxy statement on Schedule 14A filed with the SEC on June 25, 2010. Additional information regarding the interests of participants in the solicitation of proxies in connection the merger will be included in the proxy statement that Cellu Tissue intends to file with the SEC.

For additional information on Clearwater Paper, please visit our website at www.clearwaterpaper.com.

Published in North American News

Clearwater Paper Corporation has announced it has agreed to acquire Cellu Tissue Holdings, Inc., an Alpharetta, GA-based integrated manufacturer of tissue products, for approximately $502 million, including equity value of approximately $247 million and net debt of approximately $255 million. Clearwater Paper will pay $12.00 per share in cash for Cellu Tissue's outstanding common stock and intends to fund the acquisition using a combination of existing cash on hand and $350 million of debt financing. Clearwater Paper has secured a financing commitment for the transaction from BofA Merrill Lynch.

Clearwater Paper believes the acquisition will be immediately accretive to earnings per share before taking into account an estimated $15-$20 million in net annual cost synergies expected by the end of 2012. The acquisition has been unanimously approved by both companies' boards of directors and is expected to close in the fourth quarter of 2010, following Cellu Tissue stockholder approval, regulatory clearances, and other customary closing conditions. Weston Presidio and Russell Taylor, Cellu Tissue's chief executive officer, which together own approximately 56% of Cellu Tissue's common stock outstanding, have agreed to vote their shares in favor of the transaction.

"We are very pleased to have the opportunity to rapidly expand our tissue manufacturing footprint through the acquisition of Cellu Tissue and create a combined company with much stronger operational scale to better serve private label tissue customers. This acquisition, coupled with the previously announced construction of our new tissue machine and converting facilities in Shelby, North Carolina, is expected to provide both short and long-term value to our shareholders," said Gordon Jones, chairman, president and CEO. "Clearwater Paper already has a national sales footprint, and this acquisition gives us a rare opportunity to immediately have a national manufacturing presence to increase service to our existing private label grocery customers and expand into new private label channels," added Jones.

The expected strategic and financial benefits of the transaction are as follows:

  • Opportunity for Clearwater Paper to establish a national manufacturing presence as a papermaker and converter of tissue products
  • Customer growth with existing and new customers
  • Increased Through-Air-Dried (TAD) capacity
  • Logistical improvements through shipping and transportation synergies
  • Combined company annual revenues expected to be approximately $1.9 billion
  • Immediate accretion to earnings per share before synergies
  • Expected annual net cost synergies of $15-$20 million by the end of 2012

Cellu Tissue's well-developed private label and specialty tissue businesses, which include 10 sites, complement Clearwater Paper's existing private label tissue and pulp and paperboard businesses.

In connection with the acquisition of Cellu Tissue, Clearwater Paper intends to tender for or defease Cellu Tissue's outstanding 11.50% senior secured notes due 2014.

BofA Merrill Lynch acted as financial advisor and Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor to Clearwater Paper. Goldman, Sachs & Co. acted as financial advisor and King & Spalding LLP acted as legal advisor to Cellu Tissue.

CONFERENCE CALL INFORMATION

A live audio webcast and conference call will be held today, Thursday, September 16, 2010 at 8:30 a.m. Pacific time (11:30 a.m. Eastern time). Investors may access the conference call by dialing 877-303-9241 (for U.S./Canada investors) or 760-666-3575 (for international investors). The audio webcast may be accessed on the company's Web site at http://ir.clearwaterpaper.com/events.cfm. An accompanying presentation will be available for downloading at the same site at 5:30 a.m. Pacific time (8:30 a.m. Eastern time). The webcast will be audio only. Investors are recommended to download the accompanying presentation prior to the call.

For those unable to participate in the call, an archived recording will be available through the Clearwater Paper Corporation Web site www.clearwaterpaper.com under "Investor Relations" following the conference call.

FORWARD-LOOKING STATEMENTS SAFE HARBOR

This press release contains certain forward-looking statements regarding the proposed transaction between Clearwater Paper and Cellu Tissue, including but not limited to statements regarding expected accretion to earnings, the estimated amount of annual synergies resulting from the merger, expected combined company annual revenues, the benefits of the proposed transaction to Clearwater Paper stockholders, opportunities for growth with existing customers and new customers in new channels, tissue production facilities and the expected timing of closing. 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 the possibility that the closing of the transaction may be delayed or may not occur; difficulties with the integration process or the realization of the benefits expected from the proposed transaction; Clearwater Paper's ability to obtain debt financing to fund the acquisition price; general economic conditions in the regions and industries in which Clearwater Paper and Cellu Tissue operate; changes in the cost and availability of wood fiber used in the production of the companies' products; and litigation or regulatory matters involving antitrust or other matters that could affect the closing of the transaction. In addition, please refer to the documents that Clearwater Paper and Cellu Tissue file with the Securities and Exchange Commission ("SEC") on Forms 10-K, 10-Q and 8-K. The filings by Clearwater Paper and Cellu Tissue 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 and Cellu Tissue are under no duty to update any of the forward-looking statements after the date of this press release to conform to actual results.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Cellu Tissue intends to file with the SEC a preliminary proxy statement and a definitive proxy statement and other relevant material in connection 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 website at www.sec.gov, at Cellu Tissue's Investor Relations website 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 (707) 407-2164.

PARTICIPANTS IN THE SOLICITATION

Clearwater Paper and Cellu Tissue and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Cellu Tissue stockholders in connection with the merger. Information about Clearwater Paper's directors and executive officers is set forth in Clearwater Paper's proxy statement on Schedule 14A filed with the SEC on March 29, 2010 and its Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on February 26, 2010, respectively. Information about Cellu Tissue's directors and executive officers is set forth in its proxy statement on Schedule 14A filed with the SEC on June 25, 2010. Additional information regarding the interests of participants in the solicitation of proxies in connection the merger will be included in the proxy statement that Cellu Tissue intends to file with the SEC.

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.

ABOUT CELLU TISSUE HOLDINGS

Cellu Tissue Holdings, Inc. is a North American producer of tissue products, with a focus on consumer-oriented private label products and a growing presence in the value retail tissue market. For more information, visit Cellu Tissue's website at www.cellutissue.com.

For additional information on Clearwater Paper, please visit our website at www.clearwaterpaper.com.

SOURCE: Clearwater Paper Corporation

Clearwater Paper Corporation
News media:
Matt Van Vleet, 509-344-5912
or
CFO:
Linda Massman, 509-344-5905
or
Investors:
IR Sense
Sean Butson, 509-344-5906
Published in North American News


Clearwater Paper Corporation has announced that it will host its second quarter 2010 financial results conference call on Thursday, July 29, 2010, at 8 a.m. Pacific Time (11 a.m. Eastern Time). The company will issue its financial results before the market opens the same day.

Investors may access the conference call by dialing 001 877-879-6207 (for US/Canada investors) or 001 719-325-4791 (for international investors). The audio Web cast may be accessed on the company's Web site at http://ir.clearwaterpaper.com/events.cfm.

An accompanying presentation will be available for downloading from http://ir.clearwaterpaper.com/events.cfm before the market opens. The Web cast will be audio only. Investors are recommended to download the accompanying presentation prior to the call.

For those unable to participate in the call, an archived recording will be available through Clearwater Paper's Web site at www.clearwaterpaper.com under "Investor Relations" following the conference call.

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 Web site at www.clearwaterpaper.com.

SOURCE: Clearwater Paper Corporation

Clearwater Paper Corporation
News media:
Matt Van Vleet, 001 509-344-5912
or
CFO:
Linda Massman,  001 509-344-5905
or
Investors:
IR Sense
Sean Butson, 001 509-344-5906

Published in North American News

At a ceremony today in North Carolina, Gov. Bev Perdue announced that Clearwater Paper Corporation (NYSE:CLW) has chosen Shelby as the location to build its newest tissue facility. The company had previously announced the project, which includes a Through-Air-Dried (TAD) paper machine and seven converting lines capable of producing ultra grades of private label tissue products.

"Clearwater Paper's decision to locate in North Carolina is certainly great news and we welcome them to our state," said Gov. Bev Perdue. "Companies know that our state's skilled workforce, nationally recognized education programs and top-rated business climate provide the perfect formula for businesses to succeed and grow."

"After nearly a year of analysis--looking at important aspects such as current customer base and growth opportunities, logistics and transportation infrastructure, available workforce skills and abilities, tax structure, incentives and quality of life, and subject to local and state incentives being granted, Clearwater Paper has chosen Shelby to be the home of our newest tissue facility," said Gordon Jones, chairman, president and CEO of Clearwater Paper. "From the Governor to the Department of Commerce to Cleveland County's economic development team, we found North Carolina to be not only very responsive to our company's business needs, but endowed with a dedicated, positive group of people who are a pleasure to work with."

Clearwater Paper intends to move forward as soon as possible with construction of the facility, which will include a 200-inch TAD tissue machine together with a total of seven converting lines, and has estimated the project will cost $260 to $280 million. Over the next 12 years, state and local incentives associated with the project are expected to be worth nearly $50 million in the aggregate.

"The Shelby facility will increase our ultra and premium offerings to our existing Southern and East Coast customers," said Bob DeVleming, vice president, consumer products division. "We believe it will also create new opportunities to expand our private label consumer tissue business to other retail grocery chains in the region, and we are very pleased with the initial work by North Carolina officials. We are ready to get started."

The company intends to break ground during the third quarter of this year. Build-out and start-up for the converting lines will come in phases, with the first two lines expected to begin production during the second half of 2011. The paper machine is expected to take two years to build from completion of engineering, and the company anticipates beginning production on the machine in the second half of 2012. At full production capacity the facility will produce approximately 10 million cases or 70,000 tons of bathroom tissue and household towels annually.

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.

FORWARD LOOKING STATEMENT

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as amended, including statements regarding the company's growth strategy and expansion plans, capital costs associated with the expansion, initiation and completion of new operating facilities, tax incentives, production capacity, and customer base. These forward-looking statements are based on current expectations, estimates, assumptions and projections 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 company's ability to execute on its strategies; unanticipated construction and manufacturing disruptions; customers' product preferences, changes in the United States and international economies; changes in raw material and energy costs; cyclical industry conditions; loss of a large customer; competitive pricing pressure for the company's products; changes in freight costs and disruptions in transportation services; changes in general and industry-specific laws and regulations; unforeseen environmental liabilities or expenditures; labor disruptions; and other risks and uncertainties described from time to time in the company's public filings with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this press release and the company does not undertake to update any forward-looking statements.

For additional information on Clearwater Paper, please visit our website at www.clearwaterpaper.com.

SOURCE: Clearwater Paper Corporation

Clearwater Paper Corporation
(News media)
Matt Van Vleet, 509-344-5912
or
(CFO)
Linda Massman, 509-344-5905
or
(Investors)
IR Sense
Sean Butson, 509-344-5906

Published in North American News
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