Clearwater Paper Corporation recently announced that it has commenced a cash tender offer to purchase any and all of Cellu Tissue Holdings, Inc.'s outstanding 11½% Senior Secured Notes due 2014, of which $234,484,000 aggregate principal amount are outstanding. 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 Tender Offer is being made in connection with the Agreement and Plan of Merger dated September 15, 2010 among Clearwater Paper, Cellu Tissue, and Sand Dollar Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Clearwater Paper pursuant to which, subject to the satisfaction of certain conditions, Merger Sub will merge with and into Cellu Tissue. As a result of the Merger, Cellu Tissue will become a wholly-owned subsidiary of Clearwater Paper.
Holders who validly tender their Cellu Notes prior to 5:00 p.m., New York City time on November 19, 2010 and have such Cellu Notes accepted for payment by Clearwater Paper will receive the Total Consideration per $1,000 principal amount of Cellu Notes and accrued and unpaid interest up to, but not including, the payment date. Holders who tender their Cellu Notes after the Early Tender Deadline but on or prior to 9:00 a.m., New York City time on December 7, 2010 will receive the Total Consideration per $1,000 principal amount of Cellu Notes validly tendered and not withdrawn, less the early tender payment of $30.00 per $1,000 principal amount of Cellu Notes
