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Verso Corporation aims to stave off board takeover

With a showdown just weeks away over a takeover attempt, Verso Corp. has filed a presentation with the U.S. Securities and Exchange Commission in connection with its upcoming annual meeting in New York.

The company is asking shareholders to reject board nominations by a group of three private equity firms that own nearly 10% of outstanding Verso stock.

At the annual meeting, stockholders will consider and vote on the election of seven directors. They will be asked as well to authorize the sale of the Androscoggin mill in Maine and the Stevens Point mill in Wisconsin for $400 million to Pixelle Specialty Solutions LLC, a Pennsylvania producer of specialty paper.

Since 2017, Atlas Holdings, Blue Wolf Capital Advisors and Lapetus Capital have made several unsuccessful bids to acquire Verso, which is based in Miamisburg, Ohio. 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 both were rejected as well, according to Mainebiz.

Verso says Atlas/Blue Wolf is pursuing a self-serving agenda and its nominees have conflicts of interest. In a recent letter, the board said if the private equity firms win the election, they will derail the Pixelle deal to promote a merger with a competitor, Twin Rivers Paper of Madawaska, Maine. According to Verso, one of the nominees put forth by the firms, Timothy Lowe, serves as a director and operating partner of Twin Rivers.

Atlas and Blue Wolf representatives have questioned the transparency of the Pixelle sale and claim the Verso board has mismanaged the company.

Verso operates four other manufacturing facilities, including pulp and paper mills in Quinnesec and Escanaba. Adam St. John, a former manager at the Quinnesec mill, is Verso’s CEO.

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