Company to Double in Size; Part 1 of 2 - Fact Sheets to Follow.

MONTREAL--(BUSINESS WIRE)--April 2, 1997--(ME, TSE SPI.) St. Laurent Paperboard Inc. to acquire the West Point, Virginia Mill and other assets of Chesapeake Corporation for US$ 508 million.

St. Laurent Paperboard Inc. announces today that it has reached preliminary agreement in principle with Chesapeake Corporation pursuant to which St. Laurent will acquire from Chesapeake its pulp and paper mill in West Point, Virginia, as well as four corrugated container facilities in the United States at an approximate cost of US$ 508 million. The West Point, Virginia mill has an annual capacity estimated at 876,000 metric tonnes. The corrugated container facilities are located in Virginia (2 facilities), Maryland and New York State, and have a combined estimated annual capacity of 243,000 metric tonnes or approximately 2.6 billion square feet. Approximately 1,750 people are employed at these facilities.

The transaction also calls for a five-year paper product supply agreement that provides for the purchase at market prices by Chesapeake from St. Laurent of a substantial portion of the containerboard products used by Chesapeake's corrugated container facilities that are not included in the transaction.

In addition, the transaction includes a 15-year fibre agreement to supply a portion of the mill's fiber requirements at market prices.

"This acquisition fits in very well with St. Laurent's core business strategy and will add significant value to our shareholders," said Mr. Jay J. Gurandiano, St. Laurent's President and CEO. "We have consistently focused on becoming a leader in value-added products for niche markets and approximately 35 percent of Chesapeake's current production at the Virginia mill is in high quality white-top linerboard. This product commands a significant premium in price over brown unbleached linerboard and its market demand has grown at a much higher rate than that of brown linerboard. This acquisition will make us a North American leader in the white-top sector of the containerboard industry, combining the expertise and technologies of the La Tuque, Quebec and West Point, Virginia mills to assure our customers a broad range of high quality paperboard products. This transaction will allow St. Laurent to increase its integration level between its primary mills and corrugated container facilities. Chesapeake is also a low-cost producer, just as we are," he added.

"Not only are we acquiring important new assets," Mr. Jay J. Gurandiano continued, "we are also providing additional markets for our current facilities, while assuming a much more important presence in the North American market. The net sales of these combined assets would have been approximately Cdn$ 985 million in 1996, of which approximately 55 percent would have been in the U.S. and 22 percent overseas," he concluded.

Terms of payment involve a minimum of US$ 425 million in cash from St. Laurent and a maximum of US$ 75 million in St. Laurent common shares. The acquisition price of US$ 508 million includes approximately US$ 8 million of tax exempt debt which will be assumed by St. Laurent. The acquisition will be financed by approximately US$ 225 million of bank debt and by a US$ 300 million issue of common shares of which US$ 225 million will be offered to the public in Canada and up to US$ 75 million may be issued to Chesapeake. At closing, St. Laurent's total debt to capitalization ratio will be approximately 42 percent compared to 35 percent as at December 31, 1996.

Certain terms of the proposed transaction are still in negotiation. The consummation of the proposed transaction is contingent upon the final negotiation and execution of the definitive purchase and related agreements, regulatory clearances, approval by the Board of Directors of both companies, other customary approvals, the completion of the due diligence process and the obtaining of financing by St. Laurent. Signing of the definitive purchase and related agreements is planned for mid-April and closing is expected for early May. St. Laurent will make further announcements of any developments.

St. Laurent is a major North American supplier and manufacturer of paperboard products, employing some 1,800 people. It owns and operates three primary mills, one in La Tuque and one in Matane, Quebec, as well as a third in Thunder Bay, Ontario. It also owns six converting plants located in both Canada and the United States as well as 372,000 hectares of forest land, the largest freehold in Quebec.

St. Laurent's shares are listed on the Toronto and Montreal stock exchanges (SPI). Net sales for the fiscal year ended December 31, 1996 were Cdn$ 423.9 million.

CONTACT: NATIONAL Public Relations

Johanne Ricard, 514/ 864-5105

or

St. Laurent Paperboard Inc.

Michael S. Hanley, 514/ 864-5102