EXHIBIT A
ATLAS AND BLUE WOLF COMMENT ON VERSO BOARD’S SECOND POSTPONEMENT
OF ANNUAL MEETING TO ELECT DIRECTORS
Board’s Actions Reinforce the Need for Atlas and Blue Wolf’s Three (3) Nominees on the Board
Prevents Shareholders from Making an Informed Decision on the Specialty Mills Transaction
Greenwich, CT and New York, NY – December 23, 2019 – Atlas Holdings LLC (“Atlas”) and Blue Wolf Capital Advisors IV, LLC (“Blue Wolf”), who, through affiliates, are among the largest stockholders of Verso Corporation (NYSE: VRS, the “Company” or “Verso”) today issued the following press release regarding the Company:
Lapetus Capital II LLC, an affiliate of Atlas, and the other participants in this solicitation, including BW Coated LLC, an affiliate of Blue Wolf, are the beneficial owners of approximately 9.43% of the outstanding shares of Verso.
In yet another act demonstrating that the Board of Directors of Verso (the “Board”) will, in our opinion, take any measures to attempt to disenfranchise its stockholders and prevent our nominees from being elected, Verso today announced the 2019 Annual Meeting of Stockholders (the “Annual Meeting”), which was already delayed months past the statutorily required period, will be further delayed until January 31, 2020, and at the same meeting, stockholders will also now vote on proposals related to the previously announced sale of Androscoggin and Stevens Point mills (the “Specialty Mills”) to Pixelle Specialty Solutions LLC.
Stockholders have waited too long to elect directors at the Annual Meeting and we believe the Board needs to stop improperly manipulating this process. There is no sufficient reason in our opinion for the Board to combine two meetings into one, in light of our nominations. This seems to be yet another attempt by this Board to further distract stockholders from our serious concerns regarding the Board’s actions.
We have asked numerous times for additional disclosure regarding the sale of the Specialty Mills. Rather than addressing our questions, which in our opinion would help all stockholders make a more informed decision on a significant transaction that will have a huge impact on the Company, we believe the Board is instead trying to create turmoil and force stockholders to vote on the sale of the Specialty Mills as quickly as possible, without the required information to make an informed decision. At the same time, the Board is continuing to violate Delaware law by delaying the Annual Meeting (which should have been held last September) as long as possible which avoids accountability to stockholders.
This is merely one more reason, on a growing list, further demonstrating that urgent, meaningful change to the composition of the Board is needed, as soon as possible. We urge all stockholders to support the election of our three (3) nominees to ensure that the Company is finally run in the best interests of its stockholders.
We also urge all stockholders to demand that the Board hold the Annual Meeting as originally scheduled and to postpone the vote on the sale of the Specialty Mills until stockholders can receive and review all of the information about that transaction to which they are entitled.