Wausau Paper (NYSE:WPP)
announced today that it was in receipt of the letter sent yesterday by Starboard Value LP (“Starboard”), as well as a letter sent on January 11, 2013, which indicated Starboard’s intent to nominate three candidates to the Company’s Board of Directors.
The Company announced that its Board of Directors has sent a response to Starboard’s letters, the text of which follows:
January 15, 2013
Mr. Jeffrey C. SmithManaging MemberStarboard Value LP830 Third Avenue, 3
FloorNew York, NY 10022
Dear Mr. Smith:
We were disturbed by your letter and public statements regarding the recent discussions with you about the strategy and governance of Wausau Paper. Your public description of the sequence of private events is inaccurate in many respects. In particular, our announcement on Friday regarding the exploration of alternatives for the Paper Segment and focus on Tissue Business was a unanimous Board decision that resulted from months of discussion and careful consideration by the Board of Directors with the assistance of independent financial advisors. Contrary to your accusation, this important strategic decision was not made in reaction to your letter of Friday morning.
The Wausau Paper Board of Directors is comprised of highly professional, experienced and ethical individuals who are committed to serving the best interests of all Wausau Paper shareholders. We, including the two members nominated last year by Starboard, have been pursuing a wide range of actions to better position Wausau Paper for the future and to deliver the highest long-term value to our shareholders. These actions cannot be completed overnight, and, in fact, this Board began evaluating operational strategies to better position Wausau for the future long before Starboard became a shareholder of Wausau Paper. The steps taken, as set forth below, have positioned us to issue the most recent announcement regarding our intent to focus on our Tissue business:
- Added four new Board members since 2007
- Closed certain mills in the Northeast in 2009
- Closed Appleton converting facility in 2009
- Announced Tissue Expansion Plan in 2011
- Sold Timberland assets in 2011
- Appointed new Chairman in 2012
- Appointed new CEO and CFO during 2012
- Retained financial advisor in early 2012 to assist with the exploration of strategic alternatives for the Paper segment
- Sold premium Print and Color brands to Neenah Paper in 2012
- Closed Brokaw mill in 2012
Clearly, we are a Board committed to taking actions that benefit our shareholders. We have offered to sign a non-disclosure agreement with you in the past so that you could be better informed about our strategy and processes, but you have declined our offer. Yet, you continue to make assertions about the conduct and commitment of this Board, including members nominated by you, without any basis in fact.