Printer Friendly
The Free Library
19,573,952 articles and books
Member login
User name  
Password 
 
Join us Forgot password?

Chesapeake Extends Shorewood Tender Offer Through February 18, 2000.


Business Editors

RICHMOND, Va.--(BUSINESS WIRE)--Jan. 18, 2000

Chesapeake Corporation (NYSE NYSE

See: New York Stock Exchange
: CSK CSK

see chronic superficial keratitis.
) announced today that it has extended its cash tender offer to purchase all outstanding shares of Shorewood Packaging Corporation (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
) for $17.25 per share, or approximately $500 million. The offer, which was scheduled to expire at midnight on January 20, 2000, has been extended through midnight, New York City New York City: see New York, city.
New York City

City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S.
 time, on February 18, 2000.

As of the close of business on Tuesday, January 18, 2000, 2,458,271 shares of Shorewood common stock have been validly tendered and not withdrawn pursuant to Chesapeake's tender offer.

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 1998 were $950.4 million. Chesapeake's website is 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 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
 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 ("Chesapeake") 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 ("Purchaser"), and certain other persons named below may be deemed to be participants in a consent solicitation (the "Consent Solicitation") that may be conducted by Chesapeake and Purchaser in connection with the tender offer (the "Offer") by Purchaser to purchase all of the outstanding shares of common stock ("Shares") of Shorewood Packaging Corporation ("Shorewood") 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. ("Goldman Sachs") and Donaldson, Lufkin & Jenrette Securities Corporation ("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
") to act as its co-financial advisors 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 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 "participant" 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.
COPYRIGHT 2000 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2000, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

 Reader Opinion

Title:

Comment:



 

Article Details
Printer friendly Cite/link Email Feedback
Publication:Business Wire
Date:Jan 18, 2000
Words:1089
Previous Article:PLX Technology, KRFTech Announce New Software Driver Package For PLX PCI I/O Accelerators, I/O Processor.
Next Article:Entertainment Properties Trust Announces Tax Treatment for 1999 Dividends.
Topics:



Related Articles
Chesapeake Commences $17.25 Per Share Cash Tender Offer for Shorewood --Intends To Conduct Consent Solicitation To Remove Shorewood Board.
Chesapeake Sends Letter to Shorewood Directors: Reiterates Commitment to Tender Offer.
Chesapeake Affirms Commitment to Tender Offer and Consent Solicitation.
Chesapeake Announces Expiration of Hart-Scott-Rodino Waiting Period.
Chesapeake Extends Tender Offer for Shorewood Until January 20, 2000.
Chesapeake Demands Record Date From Shorewood Board.
Chesapeake Rejects Shorewood's Attempt to Set Bid Deadline; Urges Shorewood to Engage in Negotiations.
Shorewood Packaging Agrees to be Acquired by International Paper for $21 Per Share; International Paper Will Commence Tender Offer for All...
Chesapeake Issues Statement Regarding Shorewood.
Chesapeake Issues Statement Regarding Shorewood.

Terms of use | Copyright © 2012 Farlex, Inc. | Feedback | For webmasters | Submit articles