For Immediate Release CONTACTS:
Investors: Media:
John C. van Roden William T. Yanavitch
(717) 225-2790 (717) 225-2760
GLATFELTER SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
NEWPAGE'S CARBONLESS PAPER BUSINESS
YORK, PENNSYLVANIA, February 22, 2006 - Glatfelter (NYSE: GLT) announced
today it has signed a definitive agreement to acquire the carbonless and
specialty papers business of NewPage Corporation of Dayton, Ohio. Under the
terms of the agreement, Glatfelter will purchase these assets for $80 million in
cash. The company said the transaction is expected to close on or about March
31, 2006.
"This transaction is an exceptional opportunity to purchase world-class
production assets at an attractive price and supports our vision of becoming the
global supplier of choice in specialty papers and engineered products," said
George H. Glatfelter II, Glatfelter's Chairman and Chief Executive Officer. "The
acquisition leverages our strengths, creates a major increase in scale, and
supports revenue and margin growth in our product lines. We expect our
shareholders will benefit from a return on investment that far exceeds our cost
of capital."
TRANSACTION HIGHLIGHTS
The company said the acquisition is expected to generate the following
benefits:
- Highly accretive to earnings - $0.10 - $0.15 per share in 2006 after
one-time costs, $0.45 - $0.50 per share in 2007
- Revenues increase to approximately $1 billion
- EBITDA to improve by over $35 million in 2007
- Valuation is highly attractive at about two times expected EBITDA
improvement
- Transaction price is lower than $87 million in assumed working capital
"The transaction's structure allows us to maintain a strong balance sheet
with no net increase in fixed assets," said Mr. Glatfelter. "In addition, the
dramatic improvement in earnings power expected from this investment should
enhance the company's credit profile."
NewPage's carbonless and specialty papers business is based in Chillicothe
and Fremont, Ohio, and has about 1,700 employees. Estimated 2005 revenue was
approximately $440 million.
As the second largest producer of carbonless paper in the United States,
the business has increased market share in recent years. "Over the last 5 years,
significant capital has been invested
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in these operations to create, what we believe to be, the lowest cost carbonless
papermaking platform in North America," Mr. Glatfelter said.
NewPage's Chillicothe facility has four paper machines with capacity
totaling 440,000 tons per year, three specialty coaters, converting operations,
integrated Kraft pulp mill, co-generation capability, and a research and
development group. The facility in Fremont has two specialty coaters and a
development team. Overall, $530 million in capital has been invested since 1990
to provide these assets with state-of-the-art production and converting
capabilities.
"Acquiring these operations allows us to restructure our North American
asset base, significantly reduce our cost structure, and accelerate the growth
of our specialty product lines, thereby creating greater value for customers and
shareholders," said Mr. Glatfelter.
Following the close of the transaction, the NewPage carbonless and
specialty papers operations will become part of Glatfelter's Specialty Papers
Business Unit led by Timothy R. Hess, Vice President & General Manager. Since
joining Glatfelter in 1994, Mr. Hess has held various technical, manufacturing,
and commercial leadership positions in the specialty papers arena. Mr. Hess will
report to Dante C. Parrini, Executive Vice President & Chief Operating Officer.
As part of the planned restructuring program, the company said it will
move production from its Neenah, Wisconsin, mill to the Chillicothe facility.
"The acquisition enables us to transfer Neenah's specialty grades to
Chillicothe's highly efficient manufacturing environment and rationalize assets
that are no longer competitive," Mr. Glatfelter said. It is anticipated the
Neenah mill will be permanently shut down by June 2006. The transferred products
will displace the Chillicothe mill's unprofitable commodity paper grades and
enable the organization to focus on the carbonless paper business while further
developing specialty papers at the facility.
"We deeply appreciate the commitment and extreme efforts Neenah's
employees have made in recent years to attempt to return the mill to
profitability," said Mr. Glatfelter. "In the last few years, we have worked hard
together to implement a number of aggressive initiatives to improve the mill's
productivity and competitiveness. However, forces outside of our control, such
as the high costs of energy, fiber, and logistics, plus pricing pressures, have
sealed the plant's fate."
It is anticipated the company will take a $60 million - $65 million pre
tax charge in 2006 in connection with the closing of the Neenah mill.
Mr. Glatfelter said the Chillicothe mill will become a highly attractive
platform for the company's North American specialty papers business and will
provide added capacity to support our proven new product development process.
"Glatfelter has a large book of specialty grades that are easily produced
on Chillicothe's high-capacity paper machines," said Mr. Glatfelter. "This will
enable the manufacture of these specialty products across a modern, lower cost
production base."
ABOUT GLATFELTER
Headquartered in York, Pennsylvania, Glatfelter is a global manufacturer
of specialty papers and engineered products. U.S. operations include facilities
in Spring Grove, PA and Neenah, WI. International operations include facilities
in Germany, France and the Philippines and a representative office in China.
Glatfelter's common stock is traded on the New York Stock Exchange under the
ticker symbol GLT.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS This document includes certain
"forward-looking statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995. These statements are based on
management's current expectations and are subject to
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uncertainty and changes in circumstances. Although the Company makes such
statements based on assumptions that it believes to be reasonable, there can be
no assurance that actual results will not differ materially from the Company's
expectations. Actual results may differ materially from these expectations due
to changes in, among others, industry conditions, demand for or pricing of its
products, circumstances surrounding the former Ecusta Division, and global
political, economic, business, competitive, market, and tax legislation; orderly
closure of the Neenah facility; successful transition of products from the
Neenah facility to the newly acquired facilities; continued successful execution
of the North American Restructuring Program and the EURO Program, growth
strategies and cost reduction initiatives; successful execution of the
Timberland Strategy with acceptable market conditions; and other regulatory
factors. More information about these factors is contained in Glatfelter's
filings with the U.S. Securities and Exchange Commission.
The Company will hold a conference call today at 3:00 PM (Eastern) to discuss
this announcement. Interested persons who wish to hear the conference call
webcast live should go to the Company's Investor Relations web page at
www.glatfelter.com/e/invesstock.asp and allow a sufficient amount of time before
the start of the conference to register and download any necessary audio
software. You may also participate by calling 877-692-2590 (conference ID
7072078) at 2:55 PM (Eastern) on February 22, 2006. A taped replay of the
conference call will be available within two hours of the conclusion of the call
and until March 1, 2006. To access the taped replay, call 877-519-4471 and enter
conference PIN 7072078.
This press release, which includes financial information to be discussed by
management during the conference call discussed above, is available in the "News
Releases" subsection of the "Investor Relations" section of the Company's web
site, www.glatfelter.com.
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