Georgia Pac (NYSE:GP)
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Koch Industries, Inc. today announced that Koch Forest
Products, Inc., its indirect wholly owned subsidiary, has commenced a
cash tender offer for all outstanding shares of Georgia-Pacific
Corporation (NYSE:GP) at a price of $48.00 per share. Koch Industries
and Georgia-Pacific announced on Sunday they had reached a definitive
merger agreement for Koch Forest Products, Inc. to acquire
Georgia-Pacific.
The Board of Directors of Georgia-Pacific has unanimously
determined that the offer and the merger are fair to and in the best
interests of Georgia-Pacific and its shareholders, approved, adopted
and declared advisable the merger agreement and the transactions
contemplated by the merger agreement, including the offer, and
recommended that holders of shares of Georgia-Pacific common stock
accept the offer and tender their shares in the offer.
There is no financing condition to the tender offer. The tender
offer is subject to certain conditions set forth in the Offer to
Purchase referenced below, including the expiration or termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, the European Commission having issued a
decision declaring the transactions contemplated by the merger
agreement to be compatible with the common market under the applicable
merger regulation and certain other foreign antitrust approvals having
been obtained.
Unless the tender offer is extended, the tender offer and any
withdrawal rights to which Georgia-Pacific's shareholders may be
entitled will expire at 12:00 midnight, New York City time, on
Thursday, December 15, 2005. Following the acceptance for payment of
shares in the tender offer, Koch Forest Products will be merged into
Georgia-Pacific, with Georgia-Pacific surviving the merger as a
privately held, indirect wholly-owned subsidiary of Koch Industries.
Any Georgia-Pacific shareholders who have not sold their shares in the
tender offer will have certain dissenters' rights with respect to the
merger under the applicable provisions of the Georgia Business
Corporation Code, if those rights are perfected.
The complete terms and conditions of the tender offer are set
forth in the Offer to Purchase, Letter of Transmittal and other
related materials being filed by Koch Forest Products and Koch
Industries with the SEC. In addition, Georgia-Pacific will file with
the SEC a Solicitation/Recommendation Statement on Schedule 14D-9
relating to the tender offer. Copies of the Offer to Purchase, Letter
of Transmittal and other related materials, including the
Solicitation/Recommendation Statement, are available from Georgeson
Shareholder Communications Inc., the information agent for the tender
offer at 888-867-6856 (Toll Free). Banks and brokers are asked to call
212-440-9800. Mellon Investor Services LLC is acting as depositary for
the tender offer. The dealer manager for the offer is Citigroup Global
Markets Inc.
About Georgia-Pacific
Headquartered at Atlanta, Georgia-Pacific is one of the world's
leading manufacturers and marketers of tissue, packaging, paper,
building products and related chemicals. With 2004 annual sales of
approximately $20 billion, the company employs 55,000 people at more
than 300 locations in North America and Europe. Its familiar consumer
tissue brands include Quilted Northern(R), Angel Soft(R), Brawny(R),
Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), Vanity Fair(R) and
Lotus(R), as well as the Dixie(R) brand of disposable cups, plates and
cutlery. Georgia-Pacific's building products manufacturing business
has long been among the nation's leading supplier of building products
to lumber and building materials dealers and large do-it-yourself
warehouse retailers. For more information, visit www.gp.com.
About Koch Industries
Koch Industries, Inc., based in Wichita, Kan., (www.kochind.com),
owns a diverse group of companies engaged in trading, operations and
investments worldwide, including a presence in 50 countries in such
core industries as trading, petroleum, chemicals, energy, fibers,
fertilizers, pulp and paper, ranching, securities and finance.
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer
statement being filed with the SEC on Schedule TO (including the Offer
to Purchase, Letter of Transmittal and other offer documents) and the
Solicitation/Recommendation Statement being filed with the SEC on
Schedule 14D-9 contain important information that should be read
carefully before any decision is made with respect to the tender
offer. Those materials are available to Georgia-Pacific security
holders at no expense to them. In addition, all of those materials
(and all other offer documents filed with the SEC) will be available
at no charge on the SEC's website at www.sec.gov.
FORWARD-LOOKING STATEMENTS: Any statements made regarding the
proposed transaction between Koch Industries, Inc. and Georgia-Pacific
Corporation, the expected timetable for completing the transaction,
successful integration of the business, benefits of the transaction,
earnings, the maintenance of Georgia-Pacific's headquarters in Atlanta
and any other statements contained in this news release that are not
purely historical fact are forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, that
are based on management's beliefs, certain assumptions and current
expectations. These statements may be identified by their use of
forward-looking terminology such as the words "expects," "projects,"
"anticipates," "intends" and other similar words. Such forward-looking
statements involve risks and uncertainties that could cause actual
results to differ materially from those projected. These risks and
uncertainties include, but are not limited to, general economic,
business and market conditions and the satisfaction of the conditions
to closing of the proposed transaction. For a more complete discussion
of certain of the risks and uncertainties that could cause actual
results to differ from those contained in the forward-looking
statements, the discussion of risks and uncertainties in the
Georgia-Pacific 2004 10-K and other SEC filings. The forward-looking
statements contained in this news release are made as of the date
hereof, and we do not undertake any obligation to update any
forward-looking statements, whether as a result of future events, new
information or otherwise.