Chesapeake Demands Record Date From Shorewood Board.Business Editors RICHMOND, Va.--(BUSINESS WIRE)--Feb. 10, 2000 Chesapeake Corporation (NYSE NYSE See: New York Stock Exchange : CSK CSK see chronic superficial keratitis. ) announced that on February 8, 2000, through its subsidiary, Sheffield Inc., it formally demanded that Shorewood Packaging Corporation's (NYSE: SWD SWD Social Welfare Department (Hong Kong) SWD Software Design SWD Southwestern Division SWD Southward SWD Solid Waste Disposal SWD Seward Alaska (airport) SWD Short Wave Diathermy ) Board of Directors set a record date for Chesapeake's consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with . Under Shorewood's bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an , its Board must act within 10 days of Chesapeake's demand to set a record date, which in turn cannot be more than 10 days after the Board's action. If Shorewood's Board fails to set a record date within 10 days of Chesapeake's demand, Chesapeake may set the record date by delivering a consent to Shorewood. Chesapeake will promptly advise Shorewood's stockholders of the record date once its has been determined. Thomas H. Johnson, president and chief executive officer of Chesapeake Corporation, said, &uot;Shorewood has presented no credible alternative to Chesapeake's all cash offer. We have demanded that the Shorewood Board set a record date so that we can move forward expeditiously ex·pe·di·tious adj. Acting or done with speed and efficiency. See Synonyms at fast1. ex and take our offer directly to Shorewood's stockholders. It is time for Shorewood stockholders to have the opportunity to realize the value of their investment. We look forward to the rapid completion of this process.&uot; The consent solicitation requests Shorewood stockholders to, among other things, remove from Shorewood's bylaws the provision establishing a staggered board of directors Staggered board of directors Occurs when a portion of directors are elected periodically, instead of all at once. Board terms are often staggered in order to thwart unfriendly takeover attempts, since potential acquirers would have to wait longer before they could take control of a , remove the current members of the board of directors, reduce the size of the board to three members and fill the newly created vacancies on the board with independent nominees. Chesapeake expects that, subject to their fiduciary duties under applicable law, the independent nominees would expedite the prompt completion of Chesapeake's acquisition of Shorewood. Chesapeake Corporation, headquartered in Richmond, Va., is a global leader in specialty packaging and merchandising services. Chesapeake is the largest North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. producer of temporary and permanent point-of-purchase displays, the North American leader for litho-laminated packaging, the leading European folding carton The folding carton created the packaging industry as it is known today, beginning in the late 19th century. Basically, a folding carton is made of paperboard, and is cut, folded, laminated and printed for transport to manufacturers. , leaflet and label supplier, and a local leader in specific U.S. markets for customized, corrugated cor·ru·gate v. cor·ru·gat·ed, cor·ru·gat·ing, cor·ru·gates v.tr. To shape into folds or parallel and alternating ridges and grooves. v.intr. packaging. Chesapeake has over 40 locations in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. , Europe and Asia. Chesapeake's net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight in 1999 were $1.2 billion. Chesapeake's website is http://www.cskcorp.com. This news release may contain forward-looking statements that are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. While the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 are not applicable to forward-looking statements made in connection with a tender offer, it has not been judicially determined whether such safe harbor provisions apply to forward-looking statements in a consent solicitation conducted in connection with a tender offer. The accuracy of such forward-looking statements is subject to a number of risks, uncertainties, and assumptions that may cause Chesapeake's actual results to differ materially from those expressed in the forward-looking statements including, but not limited to: competitive products and pricing; production costs, particularly for raw materials such as corrugated box, folding carton and display materials; fluctuations in demand; government policies and regulations affecting the environment; interest rates; currency translation movements; and other risks that are detailed from time to time in reports filed by the Company with the Securities and Exchange Commission. CERTAIN INFORMATION CONCERNING PARTICIPANTS Chesapeake Corporation (&uot;Chesapeake&uot;) and Sheffield, Inc., a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Chesapeake (&uot;Purchaser&uot;), and certain other persons named below may be deemed to be participants in a consent solicitation (the &uot;Consent Solicitation&uot;) that may be conducted by Chesapeake and Purchaser in connection with the tender offer (the &uot;Offer&uot;) by Purchaser to purchase all of the outstanding shares of common stock (&uot;Shares&uot;) of Shorewood Packaging Corporation (&uot;Shorewood&uot;) for $17.25 per Share net to the seller in cash. The participants in this solicitation may include: (i) the directors of Chesapeake (Harry H. Warner, Chairman of the Board; Thomas H. Johnson, President &Chief Executive Officer; Robert L. Hintz; James E. Rogers; John W. Rosenblum; Frank S. Royal; Wallace Stettinius; Richard G. Tilghman; Joseph P.Viviano; and Hugh V. White, Jr.); and (ii) certain officers of Chesapeake: J.P. Causey Causey is a village in County Durham, in England. It is situated a short distance to the north of Stanley. Jr., Senior Vice President, Secretary &General Counsel; Andrew J. Kohut, Senior Vice President-Strategic Business Development; Octavio Orta, Executive Vice President-Display &Packaging; William T. Tolley, Senior Vice President-Finance &Chief Financial Officer; Molly Remes, Director-Corporate Communications; and Joel Mostrom, Vice President-Land Development. As of the date of this communication, approximately 14.9% of the outstanding Shares of Shorewood, or approximately 4.1 million Shares, are beneficially owned by Chesapeake and Purchaser (including Shares to be purchased pursuant to a stock purchase agreement between Chesapeake and a third-party). Chesapeake has retained Goldman, Sachs &Co. (&uot;Goldman Sachs&uot;) and Donaldson, Lufkin &Jenrette Securities Corporation (&uot;DLJ&uot;) to act as its co-financial advisors in connection with the Offer, for which Goldman Sachs and DLJ DLJ Distributor License for Java DLJ Donaldson, Lufkin & Jenrette Inc. DLJ Drive Like Jehu (band) DLJ Defence Laboratory Jodhpur (India) DLJ Dead Letter Journal will receive customary fees, as well as reimbursement of reasonable out-of-pocket expenses out-of-pocket expenses n. moneys paid directly for necessary items by a contractor, trustee, executor, administrator or any person responsible to cover expenses not detailed by agreement. . Chesapeake and Purchaser have retained Goldman Sachs and DLJ to act as their Co-Dealer Managers in connection with the Offer, for which Goldman Sachs and DLJ will receive customary fees, as well as reimbursement of reasonable out-of-pocket expenses. In addition, Chesapeake and Purchaser have agreed to indemnify Goldman Sachs and certain related persons and DLJ and certain related persons against liabilities, including certain liabilities under the federal securities laws, arising out of each of their engagements. Neither Goldman Sachs nor DLJ believes that they or any of their respective partners, directors, officers, employees, affiliates or controlling persons, if any, is a &uot;participant&uot; as defined in Schedule 14A promulgated prom·ul·gate tr.v. prom·ul·gat·ed, prom·ul·gat·ing, prom·ul·gates 1. To make known (a decree, for example) by public declaration; announce officially. See Synonyms at announce. 2. under the Exchange Act in the solicitation of proxies and/or consents, or that Schedule 14A requires the disclosure of certain information concerning Goldman Sachs or DLJ. In connection with Goldman Sachs' role as Co-Dealer Manager to Chesapeake and Purchaser, the following investment banking employees of Goldman Sachs may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are stockholders of Shorewood and may solicit consents from these institutions, brokers or other persons: Ravi Sinha, George Mattson, James Katzman, Peter Comisar and Jason Gilbert. In connection with DLJ's role as Co-Dealer Manager to Chesapeake and Purchaser, the following investment banking employees of DLJ may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are stockholders of Shorewood and may solicit consents from these institutions, brokers or other persons: L. Price Blackford, Doug Brown, Daniel Schleifman, Robert Simensky and Andrew Kramer. Goldman Sachs and DLJ each engage in a full range of investment banking, securities trading, market-making and brokerage services for institutional and individual clients. In the normal course of its business Goldman Sachs and/or DLJ may trade securities of Shorewood for each of their own accounts and the accounts of their customers and, accordingly, may at any time hold a long or short position in such securities. Goldman Sachs and DLJ has each informed Chesapeake that, as of the date hereof, neither of them holds any Shares for its own account. Goldman Sachs or DLJ and/or certain of their respective affiliates may have voting and dispositive dis·pos·i·tive adj. Relating to or having an effect on disposition or settlement, especially of a legal case or will. power with respect to certain Shares held in asset management, brokerage and other accounts. Goldman Sachs, DLJ, and each such of their respective affiliates disclaim beneficial ownership of such Shares. Other than as set forth herein, to the knowledge of Chesapeake and Purchaser, as of the date of this communication, none of Chesapeake, Purchaser, any of their respective directors, executive officers, employees or other representatives, or other persons known to Chesapeake or Purchaser who may solicit consents has any interest, direct or indirect, in Shorewood by security holding or otherwise. |
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