Georgia-Pacific Commences Cash Tender Offer For All Shares Of Buckeye Technologies Inc. At $37.50 Per Share
ATLANTA, May 7, 2013 /PRNewswire/ -- Georgia-Pacific LLC today announced that an entity controlled by Georgia-Pacific, GP Cellulose Group LLC, has launched its previously announced tender offer for all of the outstanding shares of common stock of Buckeye Technologies Inc. (NYSE: BKI) at $37.50 per share net to the holder in cash.
On April 24, 2013, Georgia-Pacific announced that Buckeye Technologies, Georgia-Pacific and GP Cellulose Group had signed a definitive merger agreement and that the tender offer would follow. The board of directors of Buckeye Technologies unanimously approved the terms of the merger agreement, including the tender offer, and recommended that Buckeye Technologies stockholders tender their shares in the offer.
Under terms of the merger agreement, after the completion of the tender offer and the satisfaction or waiver of all conditions, Buckeye Technologies will merge into Georgia-Pacific's GP Cellulose Group, and all outstanding shares of Buckeye Technologies' common stock, other than shares held by Georgia-Pacific, GP Cellulose Group or Buckeye Technologies, or shares held by stockholders of Buckeye Technologies who have and validly exercise appraisal rights under Delaware law, will be cancelled and converted into the right to receive $37.50 per share, net to the holder in cash.The completion of the tender offer is subject to, among other things, the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of other required regulatory approvals and other customary closing conditions, and requires at least 75 percent of the outstanding shares of Buckeye Technologies' common stock on a fully-diluted basis to be tendered, consistent with the threshold for approval of a merger specified in Buckeye Technologies' certificate of incorporation. The transaction is not conditioned on financing.
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