Paper Industry August 2005 News

NewPage Corporation Announces Financing Plan to Purchase MeadWestvaco Assets

Dayton, Ohio, USA, 07 April 2005/PRNewswire/ -- NewPage Corporation today announced an initial debt financing plan that is intended to provide it with net proceeds that, together with a cash equity contribution of USD 415 million from an affiliate of Cerberus Capital Management, will enable it to purchase the coated paper and carbonless paper manufacturing assets of MeadWestvaco Corporation.

The financing plan includes the following components:

* Placement of USD 1.1 billion of senior secured credit facilities,
    consisting of a five-year, USD 350 million asset-based revolving credit
    facility, and a six-year, USD 750 million term loan credit facility;
* Issuance of approximately USD 500 million of seven-year second lien senior
    secured loans and notes; and
* Issuance of approximately USD 400 million of eight-year senior subordinated
    notes.

NewPage expects to complete the financings during April, subject to market conditions. Amounts and terms provided are indicative, but may change. The company will offer the senior notes and senior subordinated notes in a private placement pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended. There can be no assurance that any of the contemplated transactions will be consummated or that the financing plan will be consummated in its entirety.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy the senior notes or senior subordinated notes. The senior notes and senior subordinated notes will not be sold in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful.

About NewPage Corporation

NewPage Corporation, headquartered in Dayton, Ohio, upon closing of the transaction, will be a leading producer of coated and carbonless papers. The company will operate five integrated pulp and paper mills in Kentucky, Maine, Maryland, Michigan, and Ohio. NewPage is currently the Printing and Writing Papers Business of MeadWestvaco Corporation.

About Cerberus Capital Management, L. P.

Headquartered in New York, Cerberus Capital Management, L.P. and its affiliated entities manage funds and accounts with capital in excess of USD 15 billion.

Masisa's Shareholders Approve Merger with Terranova

Santiago, Chile, 12 April 2005 -- Masisa S.A (NYSE:MYS) announced today that at the Extraordinary Shareholders’ Meeting held today in Valdivia, Masisa’s shareholders approved the merger of Masisa into Terranova.

The merger is subject to the following conditions: (i) that dissenting shareholders of Masisa S.A. will not exercise withdrawal rights for an amount higher than USD 6 million; (ii) the approval of the merger of Masisa S.A. into Terranova S.A. at Terranova’s Extraordinary Shareholders Meeting on April 13, 2005, and (iii) that dissenting shareholders of Terranova S.A. will not exercise withdrawal rights for an amount higher than USD 10 million.

The merger will create one of the largest forestry groups in the region, with assets of approximately USD 1.8 billion in Latin America and the United States. The combined entity will have approximately 368,000 hectares of forestry lands in Chile, Argentina, Venezuela, and Brazil. In addition, it will have a production capacity of 531,000 cubic meters of sawn lumber and of 2.3 million cubic meters of wood boards per year.

The exchange ratio approved at Masisa’s Shareholders Meeting was 2.56 Terranova shares for each Masisa share. Holders of Masisa’s American Depository Shares (ADSs) will receive 1.536 ADSs of Terranova for each Masisa ADS.

Julio Moura, Chairman of the Board of Directors of Masisa, stated, “We are pleased with the approval of the merger at Masisa’s Extraordinary Shareholders’ Meeting.”

Masisa Shareholders also approved, as a consequence of Masisa’s dissolution, the cancellation of its current ADS program listed on the New York Stock Exchange. This cancellation will become effective when Masisa's shares are exchanged for shares of Terranova, if the merger is approved by the shareholders of Terranova. Terranova has applied to the NYSE to trade its ADSs under the symbol "MYS" following the exchange of Masisa ADSs for Terranova ADSs.

Article 69 of Chile's publicly listed companies’ states that dissenting shareholders have the right to withdraw from the company. The price per share to be paid to shareholders that withdraw from the company is equal to the weighted average price of Masisa's common stock during the two months immediately preceding the date of the Masisa's Shareholders Meeting and will be announced to the company's shareholders as required by law.

Stora Enso Finalizes Acquisition of Papeteries de France

Helsinki, Finland, 13 April 2005 -- Stora Enso and International Paper have closed the previously announced acquisition of Papeteries de France (PdF) after approval by regulatory authorities of Stora Enso's ownership of the French paper merchant. The acquisition is a further step in strengthening the Papyrus presence in France and Western Europe.

PdF will become part of Papyrus, Stora Enso's Merchants division, which has annual sales of about EUR 260 million and 345 employees in France.

"As a customer interface for the Group, our merchant business Papyrus is an important component of Stora Enso's value chain and takes us one step closer to the customer," said Kai Korhonen, Senior Executive Vice President, Stora Enso Paper.

"Papyrus's strategy is to be a leading player in the markets and segments where it operates. This acquisition will clearly help us achieve this objective in France and therefore Western Europe. We believe that by creating a stronger position we can serve our customers better and generate improved financial returns," said Mats Nordlander, President of Papyrus.

Alcan Acquires Tobacco Packaging Operation in Malaysia

Montreal, Quebec, Canada, 18 April 2005/PRNewswire/ -- Alcan Inc. (NYSE, TSX: AL) announced today that it has acquired the tobacco packaging interests of CM Printing Sdn Bhd (CMP) in Malaysia. This acquisition is a further step in Alcan Packaging's strategy of developing its footprint in emerging economic regions. Terms of the transaction were not disclosed.

"Our major tobacco customers are investing heavily in South East Asia and it is important for us to grow our local manufacturing presence to better serve their needs," said Christel Bories, president and chief executive officer, Alcan Packaging. "The tobacco packaging business of CMP is well established and has a very skilled workforce, which will enable us to support our multi-national tobacco customers in the region," she added.

Located at Rawang, Alcan Packaging Malaysia Sdn Bhd will incorporate modern equipment and infrastructure to further complement Alcan Packaging's existing tobacco and flexibles printing capability in South-East Asia.

Alcan is a multinational, market-driven company and a global leader in aluminum and packaging, as well as aluminum recycling. It's operations include primary aluminum, fabricated aluminum, and flexible and specialty packaging, aerospace applications, bauxite mining, and alumina processing. Alcan employs 70,000 people and has operating facilities in 55 countries and regions.

Rock-Tenn to Acquire Gulf States Divisions

Rock-Tenn Co., Norcross Georgia USA, has agreed to acquire the assets of Gulf States Paper Corporation’s Pulp and Paperboard and Paperboard Packaging (GSPP) business for USD 540 million.

Gulf States operates one of the lowest cost solid bleached sulfate paperboard mills in North America and 11 folding carton plants, serving primarily food packaging, food service and pharmaceutical and health and beauty markets. Net sales of the acquired business for the 53-week period ended April 3, 2005 were USD 487 million. The paperboard mill’s annual capacity includes 327,000 tons of bleached paperboard and 91,500 tons of southern bleached softwood kraft pulp.

The shareholders and Board of Directors of Gulf States and the Board of Directors of Rock-Tenn Company have approved the transaction. The closing is subject to Hart-Scott-Rodino review and other customary closing conditions. Rock-Tenn plans to finance the purchase with approximately USD 50 million of cash on hand and proceeds from new bank credit facilities that it plans to enter into in financing to be led by Wachovia Capital Markets LLC, SunTrust Capital Markets Inc., and Banc of America Securities LLC. Rock-Tenn expects to close the acquisition in early June 2005. Banc of America Securities LLC acted as financial advisor to Rock-Tenn on the transaction.

As a result of the acquisition, Rock-Tenn will become the second largest folding carton producer in North America, with leading positions in recycled and bleached paperboard. The purchase price represents a multiple of approximately 7.2 times Gulf States’ Pulp and Paperboard and Paperboard Packaging divisions’ adjusted EBITDA, as defined for the 53-week period ended April 3, 2005. The purchase price represents a multiple of approximately 6.1 times Gulf States’ Pulp and Paperboard and Paperboard Packaging divisions’ pro forma adjusted EBITDA, as defined for the 53-week period ended April 3, 2005. Rock-Tenn estimates that it will realize additional annual operational synergies, both at the facilities and headquarters, of approximately USD 6 million over the two years following the acquisition. Certain of these synergies will be offset during a transitional period following the closing by the one-time costs Rock-Tenn will incur, including costs under a transition services agreement with Gulf States.

Gulf States' Pulp and Paperboard Packaging divisions recorded net sales of USD 487 million for the 53 weeks ending April 3, 2005. The Pulp and Paperboard Division contributed USD 146 million of net sales and the Packaging Division accounted for USD 341 million of net sales. The divisions recorded net income of USD 24.7 million for the 53-week period.

Rock-Tenn Company is one of North America’s largest manufacturers of recycled paperboard, folding cartons and promotional displays, with consolidated net sales of USD 1.6 billion in 2004. Rock-Tenn also believes that it is the largest independent purchaser of bleached paperboard for folding cartons in North America, on the basis of its 2004 purchases of approximately 170,000 tons. Rock-Tenn’s folding carton business’ geographic reach and wide-ranging printing capabilities enable the Company to serve a diverse customer base with complex requirements across North America. Rock-Tenn Company’s paperboard division is a leading producer of 100% recycled paperboard with 11 mills that manufacture clay-coated and uncoated paperboard that is converted into a variety of products.

Helsinki, Finland, 25 April 2005/ -- Stora Enso has signed a memorandum of understanding to acquire 100% of the shares in the German paper merchant Schneidersöhne Group. The enterprise value of the company is estimated to be EUR 450 million. The all-cash acquisition is expected to be completed during the third quarter of 2005, subject to due diligence and approval by regulatory and competition authorities, and other required approvals. Synergies have been identified and will be confirmed during the due diligence process and disclosed at the time of signing of the definitive agreement.

The acquisition of Schneidersöhne follows the acquisitions of two other paper merchants, Scaldia Papier in the Netherlands and Papeteries de France (PdF). The strategic aim of the acquisitions is to bring Stora Enso closer to the customer and end-user in the value chain and to improve the profitability of its merchant business. Through the Schneidersöhne acquisition, Papyrus, Stora Enso's merchant business, will become the second-largest paper merchant in Europe.

Schneidersöhne is by sales volume the second-largest paper merchant in Germany and the fifth-largest in Europe. It has operations in 11 countries, the biggest markets being Germany and Switzerland. It has 38 branch offices, including 20 in Germany. Schneidersöhne has 2100 employees and had net sales of EUR 1 130 million from a sales volume of 1.1 million metric tons of paper and board in 2004.

Schneidersöhne will become part of Stora Enso's merchant business. Stora Enso will gain full management control of the company and it will be fully consolidated from the third quarter of 2005 onwards.

"Schneidersöhne is a well-established company with a wide customer base, attractive product range, and strong product brands," said Kai Korhonen, senior executive vice president, Stora Enso Paper. "This acquisition will enable us to better understand the requirements of the whole value chain and to develop our products and services accordingly. We believe this will benefit our other merchant customers as well," he said.

"Papyrus's strategy is to be a leading player in the European merchant market. This acquisition will enhance our geographical coverage, create a strong position in Germany and Switzerland, and strengthen our existing position in a number of other countries," said Mats Nordlander, President of Papyrus. " The combination of Papyrus and Schneidersöhne will improve our customer services and generate improved financial returns."