EXHIBIT A
ATLAS HOLDINGS LAWSUIT AGAINST VERSO PREVENTS FURTHER DELAY IN
ELECTION OF DIRECTORS AND RESULTS IN ADDED DISCLOSURE
Atlas Expects More Disclosure Regarding the Proposed Transaction
Greenwich, CT and New York, NY – January 13, 2020 – Lapetus Capital II LLC (together with its affiliates, “Atlas”), along with other participants in its solicitation, including BW Coated LLC (together with its affiliates, “Blue Wolf”), own approximately 9.43% of the outstanding common stock in Verso Corporation (NYSE: VRS, the “Company” or “Verso”). Atlas and Blue Wolf announced that in an apparent response to a lawsuit filed against Verso by Atlas in the Delaware Court of Chancery (the “Atlas Lawsuit”), Verso produced additional information about its proposed sale of the Stevens Point and Androscoggin mills (the “Specialty Mills”), namely the term sheet related to the pulp supply contract with the buyer. As a result of the Atlas Lawsuit, the Company stipulated that the election of directors would not be delayed beyond January 2020.
As previously announced, Atlas commenced the lawsuit to prevent further delays of the 2019 Annual Meeting of Stockholders of Verso (the “Annual Meeting”) in violation of Delaware law and to obtain documents necessary to investigate wrongdoing and ensure that all stockholders are capable of rendering an informed vote with respect to the election of directors and proposed sale of the Specialty Mills. Prior to the Atlas Lawsuit, Atlas had requested this information from the Company, which Verso consistently refused to provide.
Commenting on the Company’s additional disclosure resulting from the Atlas Lawsuit, Tim Fazio, Managing Partner of Atlas, said “We are pleased by Verso’s decision to make the term sheet related to the pulp supply contract available for stockholder review and consideration. As we and other Verso stockholders evaluate the proposed sale of the Specialty Mills, we continue to wonder why the Board has steadfastly refused to provide this information until now, requiring us to sue to obtain, among other things, this and other important information about the proposed transaction. This is particularly concerning in light of the fact that the vote to approve the transaction is currently scheduled to be held in about three weeks. Whatever the Board’s rationale for refusing to share this information, we believe that we should not have had to sue for this information and that the election of our three nominees to the Company’s seven-seat Board at the Annual Meeting will end what we perceive to be a long-standing lack of transparency at the Company.”
Commenting further on Verso’s new disclosures regarding the proposed sale of the Specialty Mills, Mr. Fazio said, “We have concluded preliminarily that our concerns regarding the specifics of the pulp supply term sheet, which were exacerbated by the Company’s prior refusal to share the details of the contract, have abated. We still have other unanswered questions about the pulp supply agreement and other material aspects of the proposed sale of the Specialty Mills, which the Company has refused to address for us. Moreover, in our conversations with other owners of Verso, we have confirmed that they, too, share our concerns and questions and see a need for change at the Company.”
Mr. Fazio added, “For these reasons, among others, we remain hopeful that the Board will see fit to answer our remaining questions about the proposed sale of the Specialty Mills and the planned use of the proceeds derived from that sale, as well. Until then, we will proceed with this aspect of our lawsuit against the Company.”
Mr. Fazio concluded, “Atlas is still considering how it will vote on the proposed sale of the Specialty Mills and awaits the proper level of disclosure from Verso before doing that. In the meantime, we are looking forward to the election of our three highly-qualified, independent nominees to Verso’s board at the Annual Meeting.”
In addition, today Atlas made available a presentation refuting the false narrative presented by Verso. This presentation, and a copy of the lawsuit and other important materials, including Atlas’ and Blue Wolf’s proxy statement, can be found atwww.fixverso.com.
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