Glatfelter Signs Definitive Agreement to Acquire NewPage's Carbonless Paper Business.YORK, Pa. -- Glatfelter (NYSE NYSE See: New York Stock Exchange :GLT GLT Gestion Logistique et Transport (French) GLT Global Leadership Team GLT Golden Lion Tamarin GLT Großladungsträger (German) GLT Guided Light Transit GLT Grundlagentraining ) announced today it has signed a definitive agreement to acquire the carbonless and specialty papers business of NewPage Corporation “Westvaco” redirects here. For the remainder of the former Westvaco, see MeadWestvaco. NewPage Corporation, headquartered in Miamisburg, Ohio, is a leading U.S. producer of coated papers in North America. of Dayton, Ohio Dayton is a city in southwestern Ohio, United States. It is the county seat and largest city of Montgomery County. As of the 2005 census estimate, the population of Dayton was 158,873. . Under the terms of the agreement, Glatfelter will purchase these assets for $80 million in cash. The company said the transaction is expected to close on or about March 31, 2006. "This transaction is an exceptional opportunity to purchase world-class production assets at an attractive price and supports our vision of becoming the global supplier of choice in specialty papers and engineered products," said George H. Glatfelter II, Glatfelter's Chairman and Chief Executive Officer. "The acquisition leverages our strengths, creates a major increase in scale, and supports revenue and margin growth in our product lines. We expect our shareholders will benefit from a return on investment that far exceeds our cost of capital." Transaction Highlights The company said the acquisition is expected to generate the following benefits: --Highly accretive to earnings - $0.10 - $0.15 per share in 2006 after one-time costs, $0.45 - $0.50 per share in 2007 --Revenues increase to approximately $1 billion --EBITDA to improve by over $35 million in 2007 --Valuation is highly attractive at about two times expected EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become improvement --Transaction price is lower than $87 million in assumed working capital "The transaction's structure allows us to maintain a strong balance sheet with no net increase in fixed assets fixed assets npl → activo sg fijo fixed assets npl → immobilisations fpl fixed assets fix npl → ," said Mr. Glatfelter. "In addition, the dramatic improvement in earnings power expected from this investment should enhance the company's credit profile." NewPage's carbonless and specialty papers business is based in Chillicothe and Fremont, Ohio Fremont is a city in the U.S. state of Ohio and the county seat of Sandusky County.GR6 The population was 17,375 at the 2000 census. Geography Fremont is located at (41.348909, -83. , and has about 1,700 employees. Estimated 2005 revenue was approximately $440 million. As the second largest producer of carbonless paper in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , the business has increased market share in recent years. "Over the last 5 years, significant capital has been invested in these operations to create, what we believe to be, the lowest cost carbonless papermaking platform 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. ," Mr. Glatfelter said. NewPage's Chillicothe facility has four paper machines with capacity totaling 440,000 tons per year, three specialty coaters, converting operations, integrated Kraft pulp mill A pulp mill is a manufacturing facility that converts wood chips or other plant fiber source into a thick fiber board which can be shipped to a paper mill for further processing. , co-generation capability, and a research and development group. The facility in Fremont has two specialty coaters and a development team. Overall, $530 million in capital has been invested since 1990 to provide these assets with state-of-the-art production and converting capabilities. "Acquiring these operations allows us to restructure our North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. asset base, significantly reduce our cost structure, and accelerate the growth of our specialty product lines, thereby creating greater value for customers and shareholders," said Mr. Glatfelter. Following the close of the transaction, the NewPage carbonless and specialty papers operations will become part of Glatfelter's Specialty Papers Business Unit led by Timothy R. Hess, Vice President & General Manager. Since joining Glatfelter in 1994, Mr. Hess has held various technical, manufacturing, and commercial leadership positions in the specialty papers arena. Mr. Hess will report to Dante C. Parrini, Executive Vice President & Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. . As part of the planned restructuring program, the company said it will move production from its Neenah, Wisconsin Neenah is a city on Lake Winnebago in Winnebago County, Wisconsin, United States. The population was 24,507 at the 2000 census. The city is surrounded by, but is politically independent of, the Town of Neenah. , mill to the Chillicothe facility. "The acquisition enables us to transfer Neenah's specialty grades to Chillicothe's highly efficient manufacturing environment and rationalize assets that are no longer competitive," Mr. Glatfelter said. It is anticipated the Neenah mill will be permanently shut down by June 2006. The transferred products will displace the Chillicothe mill's unprofitable commodity paper grades and enable the organization to focus on the carbonless paper business while further developing specialty papers at the facility. "We deeply appreciate the commitment and extreme efforts Neenah's employees have made in recent years to attempt to return the mill to profitability," said Mr. Glatfelter. "In the last few years, we have worked hard together to implement a number of aggressive initiatives to improve the mill's productivity and competitiveness. However, forces outside of our control, such as the high costs of energy, fiber, and logistics, plus pricing pressures, have sealed the plant's fate." It is anticipated the company will take a $60 million - $65 million pre tax charge in 2006 in connection with the closing of the Neenah mill. Mr. Glatfelter said the Chillicothe mill will become a highly attractive platform for the company's North American specialty papers business and will provide added capacity to support our proven new product development process. "Glatfelter has a large book of specialty grades that are easily produced on Chillicothe's high-capacity paper machines," said Mr. Glatfelter. "This will enable the manufacture of these specialty products across a modern, lower cost production base." About Glatfelter Headquartered in York, Pennsylvania York, known as the White Rose City (after the Wars of the Roses), is a city located in South Central Pennsylvania. The population was 40,862 at the 2000 census. York is the county seat of York County,GR6 , Glatfelter is a global manufacturer of specialty papers and engineered products. U.S. operations include facilities in Spring Grove Spring Grove may refer to:
World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. under the ticker symbol Ticker Symbol An arrangement of characters (usually letters) representing a particular security listed on an exchange or otherwise traded publicly. When a company issues securities to the public marketplace, it selects an available ticker symbol for its securities which investors GLT. Caution Concerning Forward-Looking Statements This document includes certain "forward-looking statements" within the meaning of the United States 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. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Although the Company makes such statements based on assumptions that it believes to be reasonable, there can be no assurance that actual results will not differ materially from the Company's expectations. Actual results may differ materially from these expectations due to changes in, among others, industry conditions, demand for or pricing of its products, circumstances surrounding the former Ecusta Division, and global political, economic, business, competitive, market, and tax legislation; orderly closure of the Neenah facility; successful transition of products from the Neenah facility to the newly acquired facilities; continued successful execution of the North American Restructuring Program and the EURO Program, growth strategies and cost reduction initiatives; successful execution of the Timberland Strategy with acceptable market conditions; and other regulatory factors. More information about these factors is contained in Glatfelter's filings with the U.S. Securities and Exchange Commission. The Company will hold a conference call today at 3:00 PM (Eastern) to discuss this announcement. Interested persons who wish to hear the conference call webcast live should go to the Company's Investor Relations Investor relations The process by which the corporation communicates with its investors. web page at www.glatfelter.com/e/invesstock.asp and allow a sufficient amount of time before the start of the conference to register and download any necessary audio software. You may also participate by calling 877-692-2590 (conference ID 7072078) at 2:55 PM (Eastern) on February 22, 2006. A taped replay of the conference call will be available within two hours of the conclusion of the call and until March 1, 2006. To access the taped replay, call 877-519-4471 and enter conference PIN 7072078. This press release, which includes financial information to be discussed by management during the conference call discussed above, is available in the "News Releases" subsection of the "Investor Relations" section of the Company's web site, www.glatfelter.com. |
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