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EX-99.1 - EX-99.1 - NewPage Holdings Inc.d703422dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 31, 2014

 

 

 

LOGO

8540 Gander Creek Drive

Miamisburg, Ohio 45342

877.855.7243

 

 

 

Commission

File Number

  Registrant  

IRS Employer

Identification Number

 

State of

Incorporation

0-54963   NEWPAGE HOLDINGS INC.   46-1505118   Delaware

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events.

On March 31, 2014, NewPage Holdings Inc. (“NewPage”) and Verso Paper Corp. (“Verso”) each received a request for additional information from the U.S. Department of Justice pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with Verso’s proposed acquisition of NewPage pursuant to the previously announced Merger Agreement, dated January 3, 2014, by and among Verso, Verso Merger Sub Inc. and NewPage. A copy of the joint press release issued by Verso and NewPage relating to the requests for additional information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
Number

  

Description of Exhibit

99.1    Press release issued jointly by Verso Paper Corp. and NewPage Holdings Inc. on April 3, 2014

Forward-Looking Statements

Certain statements contained in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the expected timing of the completion of the merger, the benefits of the merger, including future financial and operating results, the combined company’s plans, objectives, expectations and other statements that are not historical facts. Such statements are based on the views and assumptions of the management of Verso and NewPage and are subject to significant risks and uncertainties. Actual future events or results may differ materially from these statements. Such differences may result from the following factors: the ability to close the transaction on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ ability to satisfy certain closing conditions, including the receipt of governmental approvals; the risk that the benefits of the transaction, including cost savings and other synergies, may not be fully realized or may take longer to realize than expected; the impact of the transaction on third-party relationships; the outcome of government investigations and third-party litigation involving both Verso and NewPage; actions taken by either of the companies; changes in regulatory, social and political conditions; and general economic conditions. Additional risks and factors that may affect results are set forth in Verso’s and NewPage’s respective filings with the Securities and Exchange Commission, including NewPage’s and Verso’s respective annual reports on Form 10-Ks for the year ending December 31, 2013. The forward-looking statements speak only as of the date of this communication. Neither Verso nor NewPage undertakes any obligation to update these statements.

Important Additional Information

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

This material is not a substitute for the joint proxy and information statement/prospectus that Verso and/or NewPage would file with the Securities and Exchange Commission or any other documents that Verso and/or NewPage may send to their stockholders in connection with the pending merger. In connection with the pending merger, Verso has filed a registration statement on Form S-4, containing a preliminary joint proxy and information statement for Verso and NewPage and a preliminary prospectus of Verso, as well as other relevant documents concerning the proposed transaction, with the Securities and Exchange Commission. Verso and NewPage will mail the definitive joint proxy and information statement/prospectus to their investors and securities holders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT CONTAINING THE JOINT PROXY AND INFORMATION STATEMENT/PROSPECTUS REGARDING THE PENDING MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT


INFORMATION. Investors and security holders will be able to receive the registration statement containing the joint proxy and information statement/prospectus and other relevant documents, when filed, free of charge at the SEC’s web site, www.sec.gov or from Verso Investor Relations at http://investor.versopaper.com.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

NEWPAGE HOLDINGS INC.
By:  

/s/ Jay A. Epstein

Name:   Jay A. Epstein
Title:  

Senior Vice President, Chief Financial

Officer and Assistant Secretary

Dated: April 3, 2014