Georgia-Pacific Corp.

GEORGIA-PACIFIC CORP. (G-P), Atlanta, Georgia, USA and Koch Industries Inc., Wichita, Kansas announced on November 13 that they have reached a definitive agreement for Koch Forest Products Inc., a wholly-owned Koch subsidiary, to make a US$ 48 per share cash tender offer for all shares of G-P. The transaction has been unanimously approved by the boards of directors of G-P and Koch. It has an equity value of US$ 13.2 billion and a total enterprise value of US$ 21 billion, including all G-P debt. The price to G-P shareholders represents a premium of 39% based on the closing price of G-P common stock on November 11, 2005. Koch Forest Products expects to launch a cash tender offer for all outstanding shares of G-P common stock no later than November 18, 2005, followed by a second step cash-out merger at the offer price. The closing of the tender offer is expected to be completed promptly, subject to customary closing conditions, including antitrust clearances in various countries. The transaction is not conditioned on financing. Debt financing has been secured by Koch through Citigroup.

Koch has confirmed that G-P will be operated as a privately-held, wholly-owned subsidiary of Koch Industries. G-P will continue to do business worldwide under the G-P name and continue to operate its businesses from its Atlanta headquarters as an independently managed company. Included in the transaction are all assets of G-P, including its North America and international consumer products segments, as well as its building products, packaging, and paper and bleached board segments.