G-P Begins $37.50 Cash Tender Offer for Buckeye Technologies Shares
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Georgia-Pacific, Atlanta, Ga., USA, this week reported that an entity it controls, GP Cellulose Group LLC, has launched its previously announced tender offer for all of the outstanding shares of common stock of Buckeye Technologies, Memphis, Tenn., at $37.50 per share net to the holder in cash. G-P had announced the merger agreement on April 24. Buckeye's board unanimously approved the terms of the merger agreement, including the tender offer, and recommended that stockholders tender their shares.
Under terms of the merger agreement, after the completion of the tender offer and the satisfaction or waiver of all conditions, Buckeye will merge into G-P's GP Cellulose Group, and all outstanding shares of Buckeye Technologies' common stock, other than shares held by G-P, GP Cellulose Group, or Buckeye, or Buckeye share holders 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, the receipt of other required regulatory approvals, and other customary closing conditions, and requires at least 75% of the outstanding shares of Buckeye common stock on a fully-diluted basis to be tendered, consistent with the threshold for approval of a merger specified in Buckeye's certificate of incorporation. The transaction is not conditioned on financing.
The tender offer and withdrawal rights are scheduled to expire at midnight New York City (EDT) time on June 4, unless extended or earlier terminated. Buckeye' directors and executive officers, who collectively held 3.6% of the outstanding shares of common stock of the company as of April 24, have agreed to tender their shares in the offer.
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