G-P to Convert Buckeye Technologies Acquisition to "Long Term" Merger

Georgia-Pacific LLC, Atlanta, Ga., USA, reports that GP Cellulose Group, an entity it controls, has chosen to convert to a "long form" merger in the pending acquisition of Buckeye Technologies Inc., Memphis, Tenn., and to terminate the previously announced tender offer in accordance with the merger agreement with Buckeye Technologies. G-P and GP Cellulose have chosen to convert to the merger as a result of the previously announced second request from the Department of Justice regarding the nonwovens business. The "long form" merger affords Buckeye Technologies' shareholders the opportunity to vote to approve the merger.

Under the merger agreement announced April 24, Buckeye Technologies has agreed to hold a special meeting of its shareholders promptly to consider and vote on adoption of the merger agreement. Adoption of the merger agreement requires the affirmative vote of at least 75% of the outstanding shares of Buckeye Technologies' common stock. Subject to the receipt of shareholder approval and the satisfaction or waiver of the other conditions to the merger, Buckeye Technologies' shareholders will receive $37.50 in cash per share in the merger, the same price they would have received in the tender offer.

The previously announced tender offer by GP Cellulose Group for all of the outstanding shares of common stock of Buckeye Technologies expired at 5:00 p.m., New York City (Eastern) time, on Tuesday, June 25. At the expiration of the tender offer, due to pending regulatory review, conditions related to expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and the receipt of other required regulatory approvals, had not been satisfied, G-P reports.

American Stock Transfer & Trust Company (AST), the depositary for the tender offer, advised G-P that at the expiration of the tender offer, approximately 33,379,812 shares had been validly tendered and not properly withdrawn in the offer. This represents approximately 83% of the 40,127,758 shares of Buckeye Technologies' common stock deemed issued and outstanding, on a fully-diluted basis, as of June 25.