Buckeye Technologies Inc. and Georgia-Pacific LLC announced that they have reached a definitive agreement for Georgia-Pacific to acquire all of the outstanding shares of Buckeye Technologies' common stock for $37.50 per share in cash. The transaction, subject to completion, is valued at approximately $1.5 billion, including debt.
Under the terms of the agreement, which has been unanimously approved by both companies' boards of directors, stockholders of Buckeye Technologies will receive $37.50 in cash per share, representing a premium of approximately 29 percent based on the average closing price of Buckeye Technologies' common stock over the last week.
Georgia-Pacific expects to launch a cash tender offer for all outstanding shares of Buckeye Technologies' common stock.
The tender offer is subject to the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, other regulatory approvals and other customary closing conditions, and requires at least 75 percent of the outstanding shares of Buckeye Technologies' common stock 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. In certain circumstances, the parties have agreed to complete the transaction through a merger, subject to receipt of stockholder approval.
Buckeye Technologies, based in Memphis, Tenn., is a leading manufacturer and marketer of specialty fibers and nonwoven materials made from wood and cotton. The company's manufacturing assets include a specialty pulp mill at Perry, Fla.; cotton cellulose mills at Memphis, Tenn., and Lumberton, N.C.; and mills producing nonwovens at Mt. Holly, N.C., and Steinfurt, Germany. Buckeye Technologies also has global sales offices in Beijing, the United Kingdom, France, Italy and Switzerland. The company has approximately 1,200 employees worldwide.
"This transaction enables our stockholders to realize significant value, while also representing an important next step in the growth of Buckeye Technologies," said John Crowe, chairman and CEO. "We are pleased that Georgia-Pacific recognizes the significant value of our company's special and unique assets, talented employees, and research and development capabilities.
"Georgia-Pacific's acquisition of Buckeye will provide our company and our employees with exciting future growth opportunities. We will continue to execute on our business plan in partnership with a committed new owner that has a long history of delivering superior business performance through its dedication to operational excellence and innovation."
"Buckeye Technologies' competitive assets and capabilities strongly complement Georgia-Pacific's existing cellulose business and products. The talented employees, innovation capabilities, advanced technologies, and specialty fibers and nonwovens businesses of Buckeye Technologies will provide a significant platform for continued growth and success," said Jim Hannan, CEO and president, Georgia-Pacific.
Barclays is serving as exclusive financial advisor and Dechert LLP is serving as legal advisor to Buckeye Technologies. UBS and Blackstone are serving as financial advisors to Georgia-Pacific.