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Jan. 14, 2013 /PRNewswire/ -- Starboard Value LP (together with its affiliates, "Starboard"), the largest shareholder of Wausau Paper Corp. ("
Wausau" or the "Company") (NYSE:WPP) with approximately 14.8% of the outstanding common stock of the Company, today announced that it has delivered a letter to the Company's Board of Directors (the "Board"), the full text of which is included below. Starboard has nominated three highly qualified director candidates for election at
Wausau's 2013 Annual Meeting and is publicly calling for a full strategic alternatives review process following the bad-faith manner in which the Board handled the sequence of events that led to the Company's issuance of an after-market press release this past Friday announcing the sale process for the Company's Technical Paper business.
Starboard stated that on the morning of
Friday, January 11, it delivered an open letter and a nomination letter to the Board. Following receipt of Starboard's letters,
Tom Howatt, pleaded for Starboard to delay public disclosure of its nominations and letter and led Starboard to believe that the Board needed more time to consider making accommodations to move toward an acceptable settlement with Starboard. Instead, at
5pm on Friday evening,
Wausau issued its own press release stating that it would narrow its focus to its Tissue business and that a sale process is underway for its Technical Paper business. Starboard believes this act of bad faith on the part of
Tom Howatt, combined with the Company's history of failed commitments and poor execution, demonstrates that the Board lacks the objectivity to act in the best interest of shareholders and is urgently in need of new independent directors, including a direct shareholder representative.
Starboard's director nominees include:
John S. Kvocka, former CFO of Finch Paper LLC and former VP of Business Development for SCA Tissue North America;
George Patrick Murphy, former VP and Business Leader of the Away From Home Division of Kimberly-Clark Corporation (f/k/a Scott Paper Company) and former CEO of Technical Concepts LLC; and
Jeffrey C. Smith, Co-Founder and CEO of Starboard.
The full text of today's letter and Friday's letter to the Board follows: