Koch Industries to Acquire Georgia-Pacific for $48 Per Share In Cash
2005年11月14日 - 6:27AM
PRニュース・ワイアー (英語)
Transaction, subject to completion, valued at $21 billion,
including debt ATLANTA and WICHITA, Kan. /PRNewswire-FirstCall/ --
Georgia-Pacific Corp. (NYSE:GP) and Koch Industries, Inc., today
announced they have reached a definitive agreement for Koch Forest
Products, Inc., a wholly owned Koch subsidiary, to make a $48 per
share cash tender offer for all shares of Georgia-Pacific. The
transaction has been unanimously approved by the boards of
directors of Georgia-Pacific and Koch. The transaction has an
equity value of $13.2 billion and a total enterprise value of $21
billion, including all Georgia-Pacific debt. The price to
Georgia-Pacific shareholders represents a premium of 39 percent
based on the closing price of Georgia-Pacific common stock on Nov.
11. Koch Forest Products expects to launch a cash tender offer for
all outstanding shares of Georgia-Pacific common stock no later
than Nov. 18, 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
Georgia-Pacific will be operated as a privately held, wholly owned
subsidiary of Koch Industries. Georgia-Pacific will continue to do
business worldwide under the Georgia-Pacific name and continue to
operate its businesses from its Atlanta headquarters as an
independently managed company. Included in the transaction are all
assets of Georgia-Pacific, including its North America and
international consumer products segments, as well as its building
products, packaging, and paper and bleached board segments. "This
transaction is the most dramatic step yet in Georgia-Pacific's
history and its transformation. We are pleased it offers very
significant, incremental value to our shareholders, as is warranted
by our company's tremendous assets and talented employees," said
A.D. "Pete" Correll, Georgia- Pacific chairman and chief executive
officer. "Koch's acquisition of Georgia- Pacific will enable us to
move into the future in an exciting fashion and continue achieving
our financial and operating goals with committed new ownership that
is exceptionally strong financially, has a long history of
outstanding business success and a dedication to operational
excellence." "Georgia-Pacific is an outstanding company with highly
talented employees, a heritage of leadership in the marketplace and
strong branded products," said Charles G. Koch, chairman and chief
executive officer of Koch Industries, Inc. "By joining our group of
privately held companies, Georgia-Pacific will be able to maintain
a long-term focus on growth and a commitment to delivering value
for all of its constituents. As a wholly owned Koch subsidiary, it
will benefit from our historical practice of reinvesting up to 90
percent of earnings in our businesses. We have extensive experience
with cyclical, highly competitive businesses and the ability to
commit appropriate resources to enhance the company's assets and
pursue a growth agenda." Koch acquired Georgia-Pacific's
non-integrated market and fluff pulp operations at New Augusta,
Miss., and Brunswick, Ga., in May 2004. Since the purchase, Koch
has invested in these businesses, which have been operating as Koch
Cellulose. Upon completion of this transaction, these operations
will be reintegrated with Georgia-Pacific businesses. "Through the
experience we gained in our recent transaction with Koch, we are
very familiar with Koch's outstanding strategic asset management
approach and capabilities," Correll said. "It is gratifying that
the same highly effective leadership team we dealt with earlier
took a focused interest in all of Georgia-Pacific and in our
continuing success story as an industry leader. We are confident
that this combination will be a winner, bringing superior
strengths, shared core values and readiness to compete in all of
our markets." Added Koch's Joe W. Moeller, president and chief
operating officer, "We view this major acquisition not only as a
key strategic investment for Koch but as a platform for future
growth. We believe this transaction represents a unique opportunity
in which each of our enterprises and employees will be able to
prosper together." Goldman, Sachs & Co. acted as exclusive
financial advisor to Georgia- Pacific; the company's legal counsel
are Shearman & Sterling LLP and King & Spalding LLP. Koch's
financial advisor is Citigroup Corporate and Investment Banking;
its transaction counsel is Latham & Watkins LLP. Headquartered
at Atlanta, Georgia-Pacific is one of the world's leading
manufacturers and marketers of tissue, packaging, paper, building
products and related chemicals. With 2004 annual sales of
approximately $20 billion, the company employs 55,000 people at
more than 300 locations in North America and Europe. Its familiar
consumer tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), Vanity
Fair(R) and Lotus(R), as well as the Dixie(R) brand of disposable
cups, plates and cutlery. Georgia-Pacific's building products
manufacturing business has long been among the nation's leading
suppliers of building products to lumber and building materials
dealers and large do-it-yourself warehouse retailers. For more
information, visit http://www.gp.com/ Koch Industries, Inc., based
in Wichita, Kan., (http://www.kochind.com/) owns a diverse group of
companies engaged in trading, operations and investments worldwide,
including a presence in 50 countries in such core industries as
trading, petroleum, chemicals, energy, fibers, fertilizers, pulp
and paper, ranching, securities and finance. NOTICE TO INVESTORS:
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer for
the outstanding shares of Georgia-Pacific common stock described in
this press release has not commenced. At the time the offer is
commenced an indirect, wholly owned subsidiary of Koch Industries
will file a tender offer statement on Schedule TO with the
Securities and Exchange Commission and Georgia-Pacific will file a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the offer. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement will
contain important information that should be read carefully before
any decision is made with respect to the tender offer. Those
materials will be made available to Georgia-Pacific security
holders at no expense to them. In addition, all of those materials
(and all other offer documents filed with the SEC) will be
available at no charge on the SEC's Web site: http://www.sec.gov/.
FORWARD-LOOKING STATEMENTS: Any statements made regarding the
proposed transaction between Koch Industries, Inc. and
Georgia-Pacific Corporation, the expected timetable for completing
the transaction, successful integration of the business, benefits
of the transaction, earnings, the maintenance of Georgia-Pacific's
headquarters in Atlanta and any other statements contained in this
news release that are not purely historical fact are
forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995, that are based on
management's beliefs, certain assumptions and current expectations.
These statements may be identified by their use of forward-looking
terminology such as the words "expects," "projects," "anticipates,"
"intends" and other similar words. Such forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those projected. These risks and
uncertainties include, but are not limited to, general economic,
business and market conditions and the satisfaction of the
conditions to closing of the proposed transaction. For a more
complete discussion of certain of the risks and uncertainties that
could cause actual results to differ from those contained in the
forward-looking statements, the discussion of risks and
uncertainties in the Georgia-Pacific 2004 10-K and other SEC
filings. The forward-looking statements contained in this news
release are made as of the date hereof, and we do not undertake any
obligation to update any forward-looking statements, whether as a
result of future events, new information or otherwise. DATASOURCE:
Georgia-Pacific Corp. CONTACT: Sheila Weidman, +1-404-652-6322,
Robin Keegan, +1-404-652-4713, both of Georgia-Pacific Corp.; or
Mary Beth Jarvis, +1-316-828-3756, Koch Industries, Inc. Web site:
http://www.gp.com/ http://www.kochind.com/
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