Exhibit 99.1
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REVOCABLE PROXY
VERSO PAPER CORP.
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 30, 2014 | ||||
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS | ||||
The undersigned hereby appoints David J. Paterson, Peter H. Kesser and Charles D. Hamlett, or either of them, proxies for the undersigned, with full power of substitution, to vote all shares of the common stock of Verso Paper Corp., a Delaware corporation (“Verso”), owned by the undersigned at the special meeting of stockholders to be held at Verso’s office located at 6775 Lenox Center Court, Memphis, Tennessee, on Wednesday, July 30, 2014, at 10:00 a.m., Central Time, and any adjournment or postponement thereof. | ||||
This proxy is solicited on behalf of the board of directors of Verso. Each matter to be voted on at the special meeting has been proposed by Verso’s board of directors. This proxy will be voted as specified by the undersigned. Except as otherwise expressly specified by the undersigned, a signed proxy will be voted “FOR” each of Proposals 1-6 as described in this proxy and in the accompanying proxy solicitation materials. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the special meeting or any adjournment or postponement thereof. This proxy revokes any prior proxy given by the undersigned. The undersigned acknowledges receipt with this proxy of a copy of the joint proxy and information statement/prospectus dated July 11, 2014, describing more fully the proposals set forth herein. | ||||
Mark here if you plan to attend the Verso special meeting. | ¨ | |||
Mark here for address change. | ¨ | |||
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FOLD HERE – DO NOT DETACH – ACT PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE
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x | MARK VOTES AS IN THIS EXAMPLE | |||||||||||||||||||
Verso’s board of directors unanimously recommends that you vote “FOR” each of Proposals 1-6 as described below and in the accompanying proxy solicitation materials. | ||||||||||||||||||||
For | Against | Abstain | For | Against | Abstain | |||||||||||||||
1. | Approve the issuance of shares of Verso common stock to the NewPage stockholders as part of the Merger Consideration pursuant to the Merger Agreement.
| ¨ | ¨ | ¨ | | 5. | | Approve and adopt the amendment of Verso’s Amended and Restated Certificate of lncorporation to change its corporate name to Verso Corporation effective upon the consummation of the Merger. | ¨ | ¨ | ¨ | |||||||||
For | Against | Abstain | For | Against | Abstain | |||||||||||||||
2. | Approve the issuance of Verso Warrants and shares of Verso common stock issuable upon mandatory conversion of such Verso Warrants pursuant to the Second Lien Notes Exchange Offer. | ¨ | ¨ | ¨ | | 6. | | Approve any adjournment of the Verso special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve Proposal 1 at the time of the Verso special meeting. | ¨ | ¨ | ¨ | |||||||||
For | Against | Abstain | ||||||||||||||||||
3. | Approve the issuance of Verso Warrants and shares of Verso common stock issuable upon mandatory conversion of such Verso Warrants pursuant to the Subordinated Notes Exchange Offer. | ¨ | ¨
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| In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. | |||||||||||||||
For | Against | Abstain | ||||||||||||||||||
4. | Approve Verso’s Amended and Restated 2008 Incentive Award Plan. | ¨ | ¨ | ¨ | NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement and proxy card are available atwww.versopaper.com. |
Be sure to date and sign this proxy card in the box below. | Date
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Sign above
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Co-holder (if any) sign above
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in run corporate or partnership name, by authorized officer. |
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