Exhibit 99.1
Mead Westvaco
FOR IMMEDIATE RELEASE
MEAD AND WESTVACO AGREE TO COMBINE IN $10 BILLION MERGER
Creates Significantly Stronger Global Organization
with Enhanced Growth and Cost Savings Opportunities
Dayton, OH and Stamford, CT - August 29, 2001 - The Mead Corporation
(NYSE:MEA) and Westvaco Corporation (NYSE:W) announced today that they have
agreed to a merger of equals creating a global company with leading
positions in packaging, coated and specialty papers, consumer and office
products, and specialty chemicals. The enterprise value of the combined
organization is in excess of $10 billion.
The new company, which will be called MeadWestvaco Corporation, will have
$8 billion in annual revenues, profitable growth platforms in the company's
four core businesses, and a strong balance sheet with substantial financial
capacity. In addition to significantly enhanced growth opportunities, the
companies together expect to achieve annual operating synergies of more
than $325 million, in full effect by the end of the second year. The
transaction is expected to be accretive to both companies.
Under the terms of the transaction, Mead shareholders will receive one
share of MeadWestvaco stock for each share of Mead stock, and Westvaco
shareholders will receive 0.97 shares of MeadWestvaco stock for each share
of Westvaco stock. Mead shareholders will also receive a special payment of
$1.20 per share at closing. The merger is structured as a stock-for-stock
tax-free exchange, and will be accounted for as a purchase transaction
under the recent guidelines for business combinations. The transaction has
been approved by both Boards of Directors.
Jerry Tatar, Mead's Chairman, President and CEO, will serve as Chairman of
the combined company, and John A. Luke, Jr., Chairman and CEO of Westvaco,
will serve as Chief Executive Officer and President of MeadWestvaco. The
Board of Directors of MeadWestvaco will consist of equal representation
from Mead and Westvaco. The combined company will employ more than 32,000
people on six continents and will be headquartered in Stamford, CT. The
coated papers and consumer and office products businesses, as well as
significant corporate staff, will be located in Dayton, OH.
Commenting on the merger, Jerry Tatar and John Luke, Jr. said, "This is a
strategically and financially compelling merger of equals that creates a
stronger company, well-positioned to compete in a global industry. In
joining these two organizations, we enhance our ability to deliver
shareholder value, offer customers a broader array of high-quality,
value-added products, and provide employees an opportunity to participate
in an even more dynamic enterprise. We look forward to working together to
realize the full potential of the new company."
Tatar and Luke added, "We are creating an exciting new business platform by
capitalizing on the strategic alignment and market leadership of both
companies. In packaging and coated papers, the two largest business
segments, we will bring together high quality manufacturing facilities with
complementary product lines. This will position MeadWestvaco exceptionally
well to meet the needs of our customers in a growing global marketplace. In
addition, with a disciplined approach to capital and a strategic focus on
generating superior financial returns, the new company will have the
financial strength to pursue growth in targeted markets and return capital
to shareholders."
The combined company's expected $325 million in cost synergies will be
achieved principally in coated papers, packaging, purchasing and logistics,
corporate overhead and information technology. MeadWestvaco will conduct a
comprehensive review of its business lines with the objective of ensuring
that all businesses and assets meet rigorous parameters for strategic fit,
growth and returns. The company expects to take appropriate actions within
12 months.
The new company's annual common stock dividend is expected to be $0.92 per
share, providing a 24 cents per share annual dividend increase to Mead
shareholders and a consistent dividend to Westvaco shareholders, on an
exchange ratio-adjusted basis.
The companies expect to close the transaction, subject to customary
shareholder and regulatory approvals, in the fourth quarter of 2001.
Goldman, Sachs & Co. acted as financial adviser to Mead. Skadden, Arps,
Slate, Meagher & Flom LLP provided legal counsel to Mead. Greenhill & Co.
and Morgan Stanley acted as financial advisers to Westvaco. Wachtell,
Lipton, Rosen & Katz provided legal counsel to Westvaco.
A conference call discussing the transaction will be held on Wednesday,
August 29 at 9:30 a.m. EDT. The toll-free dial-in number is 888-348-6433
and the number for participants located outside the U.S. is 212-896-6069.
The U.S. replay number is 800-633-8284 (858-812-6440 for international
participants) and for all participants wishing to listen to the replay the
access code is 19614599. The call will be available from 12:00 p.m. EDT on
August 29, 2001 to 12p.m. EDT on September 29, 2001.
A slide presentation and live audio webcast of the call will also be
available and archived on both company's Web sites at www.mead.com or
www.westvaco.com.
Westvaco Corporation (www.westvaco.com), headquartered in Stamford, CT, is
a leading producer of paperboard and value-added packaging for media,
pharmaceutical and consumer markets, and is a major producer of coated
papers and specialty chemicals. The company operates in 21 countries,
serves customers in more than 70 countries, and employs approximately
17,000 people worldwide.
The Mead Corporation, a forest products company with $4.4 billion in annual
sales, is one of the leading North American producers of coated paper,
coated paperboard and consumer and office products, a world leader in
multiple packaging and specialty paper, and a producer of high-quality
corrugating medium. In management of the company's more than two million
acres of forests, Mead is committed to practicing principled forest
stewardship and using resources in a responsible and sustainable manner.
For additional information about Mead, visit the company's web site at
www.mead.com
Additional Information
The Mead Corporation ("Mead") and Westvaco Corporation ("Westvaco") will be
filing a joint proxy statement/prospectus and other relevant documents
concerning the proposed transaction with the SEC. INVESTORS ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ON THE PROPOSED TRANSACTION. Investors will be able
to obtain the documents free of charge at the SEC's website (www.sec.gov).
In addition, documents filed with the SEC by Mead or Westvaco with respect
to the proposed transaction may be obtained free of charge by contacting
The Mead Corporation, Mead World Headquarters, Courthouse Plaza Northeast,
Dayton, Ohio 45463, Attention: Mark Pomerleau, Director of Investor
Relations (tel.: (937) 495-3456), or Westvaco Corporation, One High Ridge
Park, Stamford, Connecticut 06905, Attention: John W. Hetherington (tel.:
(203) 461-7500). INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS
CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION.
Mead and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Mead shareholders. The
directors and executive officers of Mead include: John G. Breen, Duane E.
Collins, William E. Hoglund, James G. Kaiser, Robert J. Kohlhepp, John A.
Krol, Susan J. Kropf, Raymond W. Lane, Sue K. McDonnell, Timothy R.
McLevish, Ian Millar, Heidi G. Miller, Lee J. Styslinger, Jr., Jerome F.
Tatar and J. Lawrence Wilson. Collectively, as of January 31, 2001, the
directors and executive officers of Mead beneficially owned less than 1% of
the outstanding shares of Mead's common stock (excluding shares subject to
options). Shareholders may obtain additional information regarding the
interests of such participants by reading the joint proxy
statement/prospectus when it becomes available.
Westvaco and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Westvaco stockholders. The
directors and executive officers of Westvaco include: Michael E. Campbell,
Dr. Thomas W. Cole, Jr., David F. D'Alessandro, Richard B. Kelson, Douglas
S. Luke, James A. Buzzard, Jane L. Warner, Richard A. Zimmerman, John A.
Luke, Jr., Robert C. McCormack, David E. McIntyre, Karen R. Osar and
Wendell L. Willkie, II. Collectively, as of November 30, 2000, the
directors and executive officers of Westvaco beneficially owned
approximately 4.8% of the outstanding shares of Westvaco's common stock.
Stockholders may obtain additional information regarding the interests of
such participants by reading the joint proxy statement/prospectus when it
becomes available.
Certain statements in this document and elsewhere by management of the
company that are neither reported financial results nor other historical
information are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such information
includes, without limitation, the business outlook, assessment of market
conditions, anticipated financial and operating results, strategies, future
plans, contingencies and contemplated transactions of the company. Such
forward-looking statements are not guarantees of future performance and are
subject to known and unknown risks, uncertainties and other factors which
may cause or contribute to actual results of company operations, or the
performance or achievements of each company, or industry results, to differ
materially from those expressed, or implied by the forward-looking
statements. In addition to any such risks, uncertainties and other factors
discussed elsewhere herein, risks, uncertainties and other factors that
could cause or contribute to actual results differing materially from those
expressed or implied for the forward-looking statements include, but are
not limited to, events or circumstances which affect the ability of Mead
and Westvaco to integrate successfully and achieve the anticipated benefits
of the transaction; competitive pricing for each company's products;
changes in raw materials; energy and other costs; fluctuations in demand
and changes in production capacities; changes to economic growth in the
U.S. and international economies, especially in Asia and Brazil; government
policies and regulations, including, but not limited to those affecting the
environment and the tobacco industry; and currency movements. Mead and
Westvaco undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise. Investors are advised, however, to consult any further
disclosures made on related subjects in each company's reports filed with
the SEC.
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Contacts:
For Mead: For Westvaco:
Investors Investors
Mark Pomerleau Roger Holmes
937-495-3456 203-461-7537
Media Media
Doug Draper Robert Crockett
937-495-3319 203-461-7583
or or
Citigate Sard Verbinnen Abernathy MacGregor Group
Debbie Miller / Jim Barron Steve Frankel
212-687-8080 212-371-5999