<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN CONSENT STATEMENT
SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Consent Statement [_] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Consent Statement
[X] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SHOREWOOD PACKAGING CORPORATION
(Name of Registrant as Specified in its Charter)
CHESAPEAKE CORPORATION
SHEFFIELD, INC.
(Name of Person(s) Filing Consent Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act
Rules 14a-6(i)1 and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
On December 9, 1999, Chesapeake filed the following slide presentation as
Exhibit (f)(1) to Amendment No. 1 to its Schedule 14D-1. Such slide
presentation may be used by persons making oral solicitations of Shorewood's
stockholders by or on behalf of Purchaser and Chesapeake:
<PAGE>
[Chesapeake Corporation logo]
defining the future
<PAGE>
[Chesapeake Corporation logo]
This presentation includes forward-looking statements that are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Changes in the following important factors, among others, could cause
Chesapeake's actual results to differ materially from those expressed in the
forward-looking statements: competitive products and pricing; production costs
(particularly for raw materials such as corrugated box and display materials);
fluctuations in demand; governmental policies and regulations affecting the
environment; interest rates; currency translation movements; and other risks
that are detailed from time to time in reports filed by the Company with the
Securities and Exchange Commission.
All information in this presentation concerning Shorewood Packaging Corporation,
including financial information, has been taken from or based on publicly
available documents and records on file with the Securities and Exchange
Commission and other public sources, and is qualified in its entirety by
reference thereto. Chesapeake takes no responsibility for the accuracy or
completeness of the information contained in such documents and records, or for
any failure by Shorewood Packaging Corporation to disclose events which may have
occurred or may affect the significance or accuracy of any such information, but
which is unknown to Chesapeake.
2
<PAGE>
[Chesapeake Corporation logo]
Chesapeake Management
- --------------------------------------------------------------------------------
. Tom Johnson, C.E.O.
. Bill Tolley, C.F.O.
. Joel Mostrom, Investor Relations
3
<PAGE>
[Chesapeake Corporation logo]
Agenda
- --------------------------------------------------------------------------------
. Overview of Chesapeake
. Transformation
. Strategic Direction
. Offer for Shorewood
. Discussion
4
<PAGE>
[Chesapeake Corporation logo]
TRANSFORMATION
5
<PAGE>
[Chesapeake Corporation logo]
Focused Strategy
- --------------------------------------------------------------------------------
. Targeted markets
. Defensible market positions
. Global arena
- --------------------------------------------------------------------------------
Broaden Product Capability and Geographic Coverage in Target Markets
- --------------------------------------------------------------------------------
6
<PAGE>
[Chesapeake Corporation logo]
Near-Term Actions
- --------------------------------------------------------------------------------
. Portfolio Transformation
- Timber sale
- Tissue monetization
- Field acquisition
- CPI acquisition
- Color-Box JV pending
. Operational Excellence
- CD&P margin improvement
- Field integration
- HBU land monetization
. Financial Re-engineering
- Debt reduction
- Share re-purchase
. Acquisitions & Alliances
7
<PAGE>
[Chesapeake Corporation logo]
Strategic Transformation
- --------------------------------------------------------------------------------
. Sold Kraft Paper Mill
- 2Q97
. Sold Timberlands -------- Generated $1.3 billion of cash
- 3Q 1999 |
. Tissue Partnership |
- 4Q99 |
|
. Reduced Debt
. Share Repurchase Program
. Strategic Growth Inititatives
8
<PAGE>
[Chesapeake Corporation logo]
Chesapeake Sales: '96 - '99
- --------------------------------------------------------------------------------
[Pie Charts showing sales breakdown (%) as indicated in the following table]
1996: $1.1B 1999 Pro Forma: $1.0B
Description % Description %
- ----------- --- ----------- ---
Tissue 40% European Packaging 45%
Kraft Paper 30% Worldwide Displays &
U.S. Packaging 28% Merchandising 29%
Land Development 2% U.S. Packaging 24%
Land 2%
9
<PAGE>
[Chesapeake Corporation logo]
Current Sectors Served
- --------------------------------------------------------------------------------
[Pie Chart showing sectors served (%) as indicated in the following table]
1999 Pro Forma: $1.0 Billion
Description %
- ----------- --
Pharma-Personal Care 22%
Cosmetics-Luxury-Spirits 21%
Food-Bev. 12%
Tobacco 12%
Candy 10%
Recreation 6%
Other 5%
Home-Garden 5%
Technology-Multimedia 4%
Paper-Packaging 2%
Clothing 1%
10
<PAGE>
[Chesapeake Corporation logo]
CSK Strengths
- --------------------------------------------------------------------------------
. Multiple market leadership positions
. Customer-first philosophy
. One-stop shopping capability
. Award winning innovation and know-how
. In-depth understanding of retail environment
. Leadership
. Reputation
. Financial flexibility
11
<PAGE>
[Chesapeake Corporation logo]
Growth Criteria
- --------------------------------------------------------------------------------
. Competitive Advantage
. Accretive on Day 1
. Return in excess of cost of capital
. Target Markets
12
<PAGE>
[Chesapeake Corporation logo]
Primary Target Markets
- --------------------------------------------------------------------------------
Source: Company studies
13
<PAGE>
[Chesapeake Corporation logo]
Pharmaceutical Packaging Market
- --------------------------------------------------------------------------------
. Global demand growing
- Population growth
- Aging of population
- New technology
- New regulations
. Globalizing producers
. Rationalization of suppliers
. Product packaging evolution
- Folding cartons dominate secondary packaging
- Blister packs
- Package, label, leaflet combinations
. Cross-selling opportunities
- --------------------------------------------------------------------------------
Global capability + one-stop shopping = competitive advantage
- --------------------------------------------------------------------------------
14
<PAGE>
[Chesapeake Corporation logo]
Technology Packaging Market
- --------------------------------------------------------------------------------
. High growth rates
. Brand awareness & retail presence more important
. Need for innovative product protection
. Demand for global sourcing and one-stop shopping
. Global suppliers must have Flexo, litho, and folding carton capability
. Major locations--USA, Ireland, U.K., China, Singapore
- --------------------------------------------------------------------------------
Global capability + one-stop shopping = competitive advantage
- --------------------------------------------------------------------------------
15
<PAGE>
[Chesapeake Corporation logo]
1999 Growth Initiatives
- --------------------------------------------------------------------------------
. Field Group (March `99)
- Leading European folding carton company with sector focus in
pharmaceuticals, tobacco, confectionery
- $415 million enterprise value
. Berry's Limited (May `99)
- Irish leaflet and label producer
- Part of pharmaceutical expansion into Ireland
. Mateo Cartonajes (July `99)
- Leading Spanish printing company's packaging operations
- Tobacco and pharmaceuticals
16
<PAGE>
[Chesapeake Corporation logo]
1999 Growth Initiatives (con't...)
- --------------------------------------------------------------------------------
. Consumer Promotions International (Oct. `99)
- US, UK and France
- Permanent Displays and Merchandising Systems
. Color Box JV (Pending)
- Joint venture expected to create the largest litho laminated company in
North America
17
<PAGE>
[Chesapeake Corporation logo]
Field Group
- --------------------------------------------------------------------------------
[photograph of various pharmaceutical packaging]
. Leading specialty packaging supplier with sales of $400 million
. Reputation for quality and innovation
. Platform for European growth
18
<PAGE>
[Chesapeake Corporation logo]
Field Group
- --------------------------------------------------------------------------------
. Well positioned - #1 specialty packaging in the UK, #1 in pharmaceutical
packaging in Europe
. Solid platform for growth across Europe
. Strong, stable management team
. Solution-based, end-user focused approach
. Top-line growth and cost synergies
. Reasonably priced -- 6.5X EBITDA
19
<PAGE>
[Chesapeake Corporation logo]
Field Group
- --------------------------------------------------------------------------------
Major Customers
- ---------------
Pharmacia/Upjohn
Astra-Zeneca
American Home Products
Schering-Plough
Smith Kline Beecham
Johnson & Johnson
BAT
Diagio
Cadbury
Mars
Nestle's
Sanofi
20
<PAGE>
[Chesapeake Corporation logo]
Field Group Revenues and EBITDA Margin
- ------------------------------------------------------------------------------
($ Millions)
[Bar Chart showing Field Group Revenues as indicated in the following table]
<TABLE>
<CAPTION>
Description 1996 1997 1998 1999F
- ----------- ---- ---- ---- -----
<S> <C> <C> <C> <C>
Field Group Revenues 332 374 402 387
Revenue Growth +10% +13% +7% -3%
EBITDA Margin 16% 15% 16% 16%
</TABLE>
21
<PAGE>
[Chesapeake Corporation logo]
Summary
- --------------------------------------------------------------------------------
. Leadership positions in growing businesses with sustainable competitive
advantages
. Revenue growth from customer market sectors and expanding geography
. Relentless pursuit of cost reduction
. Healthy cash flow generation
. Management focused on building shareholder value
22
<PAGE>
[Chesapeake Corporation logo]
Offer For
Shorewood Packaging
23
<PAGE>
[Chesapeake Corporation logo]
Shorewood Packaging Corporation
- --------------------------------------------------------------------------------
. North America's largest non-integrated folding carton company
. Business focus on the tobacco, drinks, personal care and entertainment
markets
. Reputation for high quality and product innovation
24
<PAGE>
[Chesapeake Corporation logo]
Shorewood Packaging
- --------------------------------------------------------------------------------
52-Week High-Low $20-5/8 - $11-3/4
Stock Price $16-7/8
Diluted Shares Outstanding 28.1
Market Value $475 million
Market Capitalization $745 million
Diluted EPS / P/E
1999E* $1.27 / 13.3
2000E* $1.45 / 11.6
*Source: First Call (Calendar year estimate)
25
<PAGE>
[Chesapeake Corporation logo]
Shorewood Sales
- --------------------------------------------------------------------------------
[Pie Charts showing sales by End Use and Geography]
<TABLE>
<CAPTION>
By End Use By Geography
Description % Description % $
- ----------- -- ----------- -- -
<S> <C> <C> <C> <C>
Music & Home Entertainment 33% United States 67% $439mm
Tobacco 34% Canada 32% $179mm
Consumer Products & Other 19% China 1% 2mm
Cosmetics & Toiletries 14%
Total: $620mm
</TABLE>
26
<PAGE>
[Chesapeake Corporation logo]
Shorewood's Principal Plant Locations
[map of United States and Canada showing 15 locations; map of China
showing one location]
- --------------------------------------------------------------------------------
3,800 employees: 2,600 in the U.S., 1,100 in Canada and 100 in China
- --------------------------------------------------------------------------------
(a) Map does not show 11 sales offices in North America, 2 in Canada and 1 in
China
27
<PAGE>
[Chesapeake Corporation logo]
Shorewood Packaging Profitability
- --------------------------------------------------------------------------------
[Bar chart showing Shorewood Packaging Profitability ($Millions) and EBITDA
Margin for the Years 1996 - 1999 as described in the following table]
<TABLE>
<CAPTION>
Year 1997 1998 1999 1999PF
- ---- ---- ---- ---- ------
<S> <C> <C> <C> <C>
EBITDA ($Million) $ 66 $ 68 $ 85 $92
EBITDA Margin 16% 16% 15% 15%
</TABLE>
Source: Company reports and CSK estimates
28
<PAGE>
[Chesapeake Corporation logo]
Chesapeake Sector Revenues
- --------------------------------------------------------------------------------
[Pie Charts showing sectors served (%) as indicated in the following tables]
<TABLE>
<CAPTION>
Chesapeake Chesapeake + Shorewood
Description % Description %
- ----------- --- ----------- ---
<S> <C> <C> <C>
Pharma-Personal Care 22% Tobacco 20%
Cosmetics-Luxury-Spirits 21% Pharma-Personal Care 19%
Food-Bev. 12% Cosmetics-Luxury-Spirits 18%
Tobacco 12% Technology-Multimedia 16%
Candy 10% Food-Bev. 7%
Recreation 6% Other 7%
Other 5% Candy 5%
Home-Garden 5% Recreation 3%
Technology-Multimedia 4% Home-Garden 3%
Paper-Packaging 2% Paper-Packaging 1%
Clothing 1% Clothing 1%
$1.0 Billion $1.6 Billion
</TABLE>
29
<PAGE>
[Chesapeake Corporation logo]
CSK's Offer For Shorewood Valuation Multiples
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Average
Offer Acquisition
Transaction Value/LTM Multiple Multiple
- --------------------- -------- --------
<S> <C> <C>
Revenues 1.2 .9
EBITDA 8.0 6.7
EBIT 12.0 9.9
</TABLE>
30
<PAGE>
[Chesapeake Corporation logo]
Revenue Enhancement/Cost Reduction Opportunities
- --------------------------------------------------------------------------------
. Cost Reductions
- Purchasing
. Paper
. Other materials
- S, G, & A
. Corporate HQ
. Selling $20M by Year 2
. Cross Marketing Opportunities
- Pharmaceutical
- Luxury packaging
- Tobacco
- Multi-media
. Technical Exchange
31
<PAGE>
[Chesapeake Corporation logo]
Shorewood Acquisition Impact to EPS
- --------------------------------------------------------------------------------
($ in millions, except per share data)
<TABLE>
<CAPTION>
Description Year 1 Year 2
- ----------- ------ ------
<S> <C> <C>
EBIT Before Synergies 80 86
Goodwill Amortization (11) (11)
Synergies 10 20
Incremental EBIT 79 95
Incremental Financing Costs 61 59
Profit Before Tax 18 36
Taxes 11 18
Net Income 7 18
Shares Outstanding 17.2 17.2
EPS Accretion/Dilution .41 1.05
</TABLE>
32
<PAGE>
[Chesapeake Corporation logo]
Capital Structure Flexibility
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Y/E Y/E
99 99 After
Forecast SWD
Purchase
<S> <C> <C>
Net Debt (30) 743
Deferred Taxes 237 237
Shareholder's Equity 584 584
--- -----
Total Capital 791 1,564
Net Debt/Capital - 48%
</TABLE>
33
<PAGE>
[Chesapeake Corporation logo]
Summary
- --------------------------------------------------------------------------------
. Highly focused pure-play specialty packaging and merchandising services
company
. Leadership positions in good businesses with sustainable competitive
advantages
. Revenue growth from high-growth markets and expanding geography
. Healthy cash flow generation
. Management focused on improving shareholder value
. Shorewood acquisition makes strategic and financial sense
34
<PAGE>
[Chesapeake Corporation logo]
defining the future
35
<PAGE>
On December 15, 1999, Chesapeake issued the following press release:
For Immediate Release
Chesapeake Corporation Makes Recommended Cash Offer for Boxmore;
Affirms Commitment to Shorewood Acquisition
(Richmond, Va.--December 15, 1999) Chesapeake Corporation (NYSE: CSK)
announced today it has commenced a recommended cash tender offer to acquire
all of the outstanding shares of Boxmore International plc, a leading European
packaging company, headquartered in Belfast, Northern Ireland. The cash tender
offer, which will be made through a Chesapeake subsidiary, Chesapeake UK
Acquisitions II plc, values each Boxmore share at 265p, and the existing
issued share capital of Boxmore at approximately (Pounds)191 million,
(approximately U.S. $310 million). Boxmore's board of directors unanimously
recommended Chesapeake's offer to Boxmore's shareholders.
The acquisition of Boxmore is expected to be accretive to Chesapeake's
earnings in the first year. Synergies between Chesapeake and Boxmore are
expected to result from better utilization of the combined network of
specialty packaging facilities, as well as operating and overhead savings.
Boxmore is a manufacturer, distributor and seller of specialty folding carton
and packaging products for: the pharmaceutical, healthcare and toiletries
sectors; the food and beverage sector, and for the agrochemical sector. The
company operates 19 facilities in Ireland, the United Kingdom, France,
Belgium, Germany, and, through joint ventures, in South Africa and China.
Boxmore reported profits before tax of (Pounds)13.6 million (U.S. $22
million), on revenue of (Pounds)106.8 million (U.S. $173.0 million), at the
end of 1998. For the first six months of this year, ending June 30, 1999,
Boxmore reported unaudited profits before tax of (Pounds)7.5 million (U.S.
$12.2 million) on revenue of (Pounds)60.4 million (U.S. $97.8 million).
Chesapeake President and Chief Executive Officer Thomas H. Johnson said, "As
the European leader in specialty packaging, Chesapeake is committed to
continuing to strengthen our network of capabilities. We believe Europe is an
attractive area for future growth, and see Boxmore as an important addition to
expand our pan-European supply network. Since the acquisition of Field Group
in March, 1999, we've been evaluating the potential acquisition of Boxmore.
Boxmore has an excellent track record of business development and has earned
an outstanding reputation with its customers. We look forward to maximizing
the potential of Chesapeake's enlarged European specialty packaging group
through the addition of Boxmore."
Johnson said the acquisition of Boxmore complements Chesapeake's recently
announced tender offer to acquire Shorewood, a U.S. folding cartons company.
Chesapeake announced a cash tender offer at $17.25 a share for Shorewood on
December 3. "Boxmore solidifies our position as a European leader for
specialty packaging, and Shorewood would expand our presence in the U.S. for
targeted end-use markets. The acquisitions of Shorewood and Boxmore will allow
Chesapeake to provide our customers with an even larger, synergistic array of
products and services."
Both the Boxmore and Shorewood transactions will be financed by Chesapeake
with cash on hand and a committed credit facility from First Union National
Bank, and, therefore, neither transaction is subject to any financing
condition. Chesapeake's offer for Boxmore is subject to customary closing
conditions, including the receipt of a satisfactory level of acceptances of
the offer."
Donaldson, Lufkin & Jenrette is the financial advisor to Chesapeake in
relation to the offer for Boxmore. Slaughter and May is the legal advisor for
Chesapeake.
Chesapeake Corporation, headquartered in Richmond, Va., is a global leader in
specialty packaging and merchandising services. Chesapeake is the largest
North American producer of temporary and permanent point-
<PAGE>
of-purchase displays, the North American leader for litho-laminated packaging,
the leading European folding carton, leaflet and label supplier, and a local
leader in specific U.S. markets for customised, corrugated packaging.
Chesapeake has over 40 locations in North America, Europe and Asia.
Chesapeake's net sales in 1998 were $950.4 million. Chesapeake's website is
www.csk.com.
This news release, including comments by Thomas H. Johnson, contains forward-
looking statements that are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The accuracy of such
statements is subject to a number of risks, uncertainties, and assumptions
that may cause Chesapeake's actual results to differ materially from those
expressed in the forward-looking statements including, but not limited to;
competitive products and pricing; production costs, particularly for raw
materials such as corrugated box, folding carton and display materials;
fluctuations in demand; government policies and regulations affecting the
environment; interest rates; currency translation movements; Year 2000
compliance; and other risks that are detailed from time to time in reports
filed by the Company with the Securities and Exchange Commission.
This press release does not constitute an offer or an invitation to purchase
or sell any securities. Chesapeake's offer will be made only pursuant to the
Offer Document and related Form of Acceptance to be dispatched by Donaldson,
Lufkin and Jenrette on behalf of Chesapeake in the United Kingdom. The offer
will not be made, directly or indirectly, in or into the United States,
Canada, Australia or Japan and will not be eligible for acceptance within the
United States, Canada, Australia, or Japan.
For media relations, call: For investor relations, call:
Molly Remes Joel Mostrom
Director, Corporate Communications Vice President-Investor Relations
804-697-1110 804-697-1147
Also on December 15, 1999, Chesapeake issued the following press release:
FOR IMMEDIATE RELEASE
CHESAPEAKE SENDS LETTER TO SHOREWOOD DIRECTORS
Reiterates Commitment to Tender Offer
(Richmond, VA--December 15, 1999) Chesapeake Corporation (NYSE: CSK), today
announced that Thomas H. Johnson, president and chief executive officer, is
sending the following letter to Marc Shore, chairman and chief executive
officer of Shorewood Packaging Corporation (NYSE: SWD):
December 15, 1999
Mr. Marc Shore
Chairman and Chief Executive Officer
Shorewood Packaging Corporation
277 Park Avenue
New York, NY 10172
Dear Marc:
As you may know, Chesapeake today announced a recommended cash tender offer to
acquire Boxmore International plc, headquartered in Belfast, Northern Ireland.
Boxmore's board of directors has unanimously recommended Chesapeake's offer to
Boxmore's shareholders. Like Shorewood, this is a company we have been
evaluating for some time. We are delighted with the enhancement of our global
platform that this company offers and believe the acquisition of Boxmore
enhances the strategic rationale for our acquisition of Shorewood.
At the same time, we want to reinforce our commitment to our $17.25 cash
tender offer for Shorewood. We want you and your board to know that we have in
place a fully committed credit facility from First Union
<PAGE>
National Bank that permits us to complete the acquisitions of both Boxmore and
Shorewood on the terms of our offers. Accordingly, neither offer is subject to
any financing conditions.
We reiterate our offer to meet with the Shorewood board to negotiate the
terms, including price and structure, of an acquisition of Shorewood by
Chesapeake. In this regard, we are ready to meet with you and your advisors at
your earliest convenience.
Sincerely,
/s/ Thomas H. Johnson
Thomas H. Johnson
cc: Shorewood Board of Directors
On December 3, 1999 Chesapeake announced that it would commence a tender offer
to acquire all the outstanding shares of Shorewood for $17.25 in cash per
share, or approximately $500 million. Chesapeake's tender offer represents an
approximate 45% premium to Shorewood's closing stock price on November 9,
1999, the day prior to Chesapeake's initial proposal to Shorewood's board of
directors.
Chesapeake Corporation, headquartered in Richmond, Va., is a global leader in
specialty packaging and merchandising services. Chesapeake is the largest
North American producer of temporary and permanent point-of-purchase displays,
the North American leader for litho-laminated packaging, the leading European
folding carton, leaflet and label supplier, and a local leader in specific
U.S. markets for customized, corrugated packaging. Chesapeake has over 40
locations in North America, Europe and Asia. Chesapeake's net sales in 1998
were $950.4 million. Chesapeake's website is www.cskcorp.com.
# # #
This news release, including comments by Thomas H. Johnson, contains forward-
looking statements that are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The accuracy of such
statements is subject to a number of risks, uncertainties, and assumptions
that may cause Chesapeake's actual results to differ materially from those
expressed in the forward-looking statements including, but not limited to:
competitive products and pricing; production costs, particularly for raw
materials such as corrugated box, folding carton and display materials;
fluctuations in demand; government policies and regulations affecting the
environment; interest rates; currency translation movements; Year 2000
compliance; and other risks that are detailed from time to time in reports
filed by the Company with the Securities and Exchange Commission.
For media relations, call: For investor relations, call:
Molly Remes William Tolley/Joel Mostrom
804-697-1110 804-697-1157/804-697-1147
Joele Frank or Andy Brimmer
Abernathy MacGregor Frank
212-371-5999
<PAGE>
On December 16, 1999, Chesapeake issued the following press release:
CHESAPEAKE AFFIRMS COMMITMENT TO TENDER OFFER AND
CONSENT SOLICITATION
SEEKS TO JOIN SHOREWOOD'S STRATEGIC PROCESS
(Richmond, VA--December 16, 1999)--Chesapeake Corporation (NYSE:CSK) today
expressed its disappointment with Shorewood Packaging Corporation's (NYSE:
SWD) response to Chesapeake's $17.25 all cash tender offer. Chesapeake remains
committed to its fully-financed tender offer and planned consent solicitation.
Thomas H. Johnson, president and chief executive officer of Chesapeake, said,
"We are extremely disappointed with the Shorewood Board of Directors'
continued refusal to meet with us to discuss our fully-financed cash tender
offer of $17.25 per share. This is especially true because we note that
Shorewood has authorized management and its advisors to explore various
strategic alternatives. It would clearly be a disservice to Shorewood's
stockholders to exclude Chesapeake or any interested party from this process.
"For Shorewood to reject our offer, especially without talking to us, is
irresponsible. Our financing is fully committed, subject only to customary
conditions that can be readily satisfied. Moreover, Shorewood's claim that
Chesapeake has exceeded the 14.9 percent threshold for the Delaware
antitakeover statute is without merit. At no time has Chesapeake been a party
to any agreement or understanding that would cause us to exceed that
threshold. Our stock purchase agreement with an institutional investor has
been on file with the Securities and Exchange Commission since November 30,
1999," Mr. Johnson continued.
"We are vigorously pursuing our litigation in the Court of Chancery for the
State of Delaware which, among other things, seeks an order that Shorewood's
directors have breached their fiduciary duties under Delaware law. We are also
asking the Court to prevent Shorewood and its directors from taking certain
actions to thwart or interfere with our tender offer and consent solicitation
efforts," Mr. Johnson concluded.
A trial has been scheduled in the Court of Chancery for the State of Delaware,
commencing January 10, 2000, regarding several key issues relating to
Chesapeake's tender offer and planned consent solicitation.
Chesapeake Corporation, headquartered in Richmond, Va., is a global leader in
specialty packaging and merchandising services. Chesapeake is the largest
North American producer of temporary and permanent point-of-purchase displays,
the North American leader for litho-laminated packaging, the leading European
folding carton, leaflet and label supplier, and a local leader in specific
U.S. markets for customized, corrugated packaging. Chesapeake has over 40
locations in North America, Europe and Asia. Chesapeake's net sales in 1998
were $950.4 million. Chesapeake's website is www.cskcorp.com.
# # #
This news release does not constitute an offer to purchase any securities, nor
a solicitation of proxies or consents, from the stockholders of Shorewood
Packaging Corporation. The tender offer, and any solicitation of written
consents, will be made only pursuant to separate materials in compliance with
the requirements of applicable federal and state law.
This news release, including comments by Thomas H. Johnson, contains forward-
looking statements that are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The accuracy of such
statements is subject to a number of risks, uncertainties, and assumptions
that may cause Chesapeake's actual results to differ materially from those
expressed in the forward-looking statements including, but not limited to:
competitive products and pricing; production costs, particularly for raw
materials such as
<PAGE>
corrugated box, folding carton and display materials; fluctuations in demand;
government policies and regulations affecting the environment; interest rates;
currency translation movements; Year 2000 compliance; and other risks that are
detailed from time to time in reports filed by the Company with the Securities
and Exchange Commission.
For media relations, call: For investor relations, call:
Molly Remes William Tolley/Joel Mostrom
804-697-1110 804-697-1157/804-697-1147
Joele Frank or Andy Brimmer
Abernathy MacGregor Frank
212-371-5999
On December 17, 1999, Chesapeake issued the following press release which
contained the full text of a letter which was sent on such date by Mr. Johnson
to Mr. Shore:
CHESAPEAKE SENDS LETTER TO SHOREWOOD BOARD
(Richmond, VA--December 17, 1999)--Chesapeake Corporation (NYSE: CSK) today
sent the following letter to Marc Shore and the board of directors of
Shorewood Packaging Corporation (NYSE: SWD) reiterating its desire to be
included in their exploration of strategic alternatives:
December 17, 1999
Mr. Marc P. Shore
Chairman of the Board & Chief Executive Officer
Shorewood Packaging Corporation
277 Park Avenue
New York, New York 10172
Dear Marc:
I am writing on behalf of the Board of Directors of Chesapeake. The 14-D9
Shorewood filed yesterday with the Securities and Exchange Commission
indicates that your Board is exploring alternatives to enhance stockholder
value. Your filing also indicates that Shorewood has entered into
confidentiality agreements and begun preliminary discussions with third
parties, other than Chesapeake, who are interested in pursuing a transaction.
You have told me personally that you and your board believe a combination of
our two companies makes strategic sense. Given that Shorewood is exploring
strategic alternatives, any process undertaken by the Shorewood Board to
enhance shareholder value must include Chesapeake or you would be doing a
disservice to your stockholders, as well as your customers and employees.
Chesapeake is a ready, willing and able buyer. As I indicated in an earlier
letter, we have in place a fully committed credit facility from First Union
National Bank that permits us to complete our acquisitions of both Boxmore and
Shorewood on the terms of our offers. Accordingly, neither offer is subject to
any financing conditions.
We reiterate our offer to meet with the Shorewood Board to negotiate the
terms, including price and structure, of an acquisition of Shorewood by
Chesapeake. Given the importance to your stockholders of our continued
interest in Shorewood, we are ready to meet with you and your advisors at your
earliest convenience.
Sincerely,
/s/ Thomas H. Johnson
Thomas H. Johnson
President & Chief Executive Officer
<PAGE>
On December 3, 1999 Chesapeake announced that it would commence a tender offer
to acquire all the outstanding shares of Shorewood for $17.25 in cash per
share, or approximately $500 million. Chesapeake's tender offer represents an
approximate 45% premium to Shorewood's closing stock price on November 9,
1999, the day prior to Chesapeake's initial proposal to Shorewood's board of
directors.
Chesapeake Corporation, headquartered in Richmond, Va., is a global leader in
specialty packaging and merchandising services. Chesapeake is the largest
North American producer of temporary and permanent point-of-purchase displays,
the North American leader for litho-laminated packaging, the leading European
folding carton, leaflet and label supplier, and a local leader in specific
U.S. markets for customized, corrugated packaging. Chesapeake has over 40
locations in North America, Europe and Asia. Chesapeake's net sales in 1998
were $950.4 million. Chesapeake's website is www.cskcorp.com.
# # #
This news release, including comments by Thomas H. Johnson, contains forward-
looking statements that are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The accuracy of such
statements is subject to a number of risks, uncertainties, and assumptions
that may cause Chesapeake's actual results to differ materially from those
expressed in the forward-looking statements including, but not limited to:
competitive products and pricing; production costs, particularly for raw
materials such as corrugated box, folding carton and display materials;
fluctuations in demand; government policies and regulations affecting the
environment; interest rates; currency translation movements; Year 2000
compliance; and other risks that are detailed from time to time in reports
filed by the Company with the Securities and Exchange Commission.
For media relations, call: For investor relations, call:
Molly Remes William Tolley/Joel Mostrom
804-697-1110 804-697-1157/804-697-1147
Joele Frank or Andy Brimmer
Abernathy MacGregor Frank
212-371-5999
On December 20, 1999, Chesapeake issued the following press release:
CHESAPEAKE ANNOUNCES EXPIRATION OF
HART-SCOTT-RODINO WAITING PERIOD
Will Proceed With All Cash Tender Offer For Shorewood
(Richmond, VA--December 20, 1999)--Chesapeake Corporation (NYSE:CSK) today
announced that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 has expired, satisfying one of the conditions to
proceed with its fully financed cash tender offer for all of Shorewood
Packaging Corporation's (NYSE:SWD) outstanding common stock at a price of
$17.25 per share.
On December 3, 1999, Chesapeake announced that it would commence a tender
offer to acquire all the outstanding shares of Shorewood for $17.25 in cash
per share, or approximately $500 million. Chesapeake's tender offer represents
an approximate 45 percent premium to Shorewood's closing stock price on
November 9, 1999, the day prior to Chesapeake's initial proposal to
Shorewood's board of directors.
Chesapeake Corporation, headquartered in Richmond, Va., is a global leader in
specialty packaging and merchandising services. Chesapeake is the largest
North American producer of temporary and permanent point-of-purchase displays,
the North American leader for litho-laminated packaging, the leading European
folding
<PAGE>
carton, leaflet and label supplier, and a local leader in specific U.S.
markets for customized, corrugated packaging. Chesapeake has over 40 locations
in North America, Europe and Asia. Chesapeake's net sales in 1998 were $950.4
million. Chesapeake's website is www.cskcorp. com.
# # #
This news release, including comments by Thomas H. Johnson, contains forward-
looking statements that are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The accuracy of such
statements is subject to a number of risks, uncertainties, and assumptions
that may cause Chesapeake's actual results to differ materially from those
expressed in the forward-looking statements including, but not limited to:
competitive products and pricing; production costs, particularly for raw
materials such as corrugated box, folding carton and display materials;
fluctuations in demand; government policies and regulations affecting the
environment; interest rates; currency translation movements; Year 2000
compliance; and other risks that are detailed from time to time in reports
filed by the Company with the Securities and Exchange Commission.
For media relations, call: For investor relations, call:
Molly Remes William Tolley/Joel Mostrom
804 697 1110 804 697 1157/804 697 1147
Joele Frank or Andy Brimmer
Abernathy MacGregor Frank
212-371-5999
On December 21, 1999, Chesapeake issued the following press release:
FOR IMMEDIATE RELEASE
CHESAPEAKE RESPONDS TO SHOREWOOD LETTER
(Richmond, VA--December 21, 1999) Chesapeake Corporation (NYSE:CSK) issued the
following statement today in response to a letter sent to Thomas H. Johnson,
president and chief executive officer of Chesapeake, from Shorewood Packaging
Corporation (NYSE:SWD).
Mr. Johnson said, "We are mystified by Shorewood's refusal to include
Chesapeake in Shorewood's announced process to explore alternatives to enhance
stockholder value. We stand ready to meet to discuss price and structure of
our fully financed offer. Shorewood's purported grounds for excluding
Chesapeake from its process are unfounded and utterly without merit. Their
intransigence is especially unfortunate, in that Shorewood's board has
attempted to adopt by-law amendments which purport to restrict Shorewood's
stockholders' ability to consider our offer. We are challenging Shorewood's
actions in court."
Chesapeake Corporation, headquartered in Richmond, Va., is a global leader in
specialty packaging and merchandising services. Chesapeake is the largest
North American producer of temporary and permanent point-of-purchase displays,
the North American leader for litho-laminated packaging, the leading European
folding carton, leaflet and label supplier, and a local leader in specific
U.S. markets for customized, corrugated packaging. Chesapeake has over 40
locations in North America, Europe and Asia. Chesapeake's net sales in 1998
were $950.4 million. Chesapeake's website is www.cskcorp.com.
# # #
This news release does not constitute an offer to purchase any securities, nor
a solicitation of proxies or consents, from the stockholders of Shorewood
Packaging Corporation. The tender offer, and any solicitation of written
<PAGE>
consents, will be made only pursuant to separate materials in compliance with
the requirements of applicable federal and state law.
This news release, including comments by Thomas H. Johnson, contains forward-
looking statements that are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The accuracy of such
statements is subject to a number of risks, uncertainties, and assumptions that
may cause Chesapeake's actual results to differ materially from those expressed
in the forward-looking statements including, but not limited to: competitive
products and pricing; production costs, particularly for raw materials such as
corrugated box, folding carton and display materials; fluctuations in demand;
government policies and regulations affecting the environment; interest rates;
currency translation movements; Year 2000 compliance; and other risks that are
detailed from time to time in reports filed by the Company with the Securities
and Exchange Commission.
For media relations, call: For investor relations, call:
Molly Remes William Tolley/Joel Mostrom
804-697-1110 804-697-1157/804-697-1147
Joele Frank or Andy Brimmer
Abernathy MacGregor Frank
212-371-5999
The foregoing and prior press releases issued by Chesapeake relating to the
Offer have referred to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. While Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), is not applicable to forward-looking
statements made in connection with a tender offer, it has not been judicially
determined whether the safe harbor provided by Section 21E of the Exchange Act
applies to forward-looking statements in a consent solicitation conducted in
connection with a tender offer.
