Exhibit 99.1
GEORGIA-PACIFIC TO ACQUIRE FORT JAMES, BECOME WORLD'S
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LARGEST TISSUE MAKER; OTHER KEY PORTFOLIO ACTIONS
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TO TRANSFORM GEORGIA-PACIFIC
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ATLANTA, Georgia. July 17, 2000 - Georgia-Pacific Corp. and Fort James
Corp. (NYSE: FJ) announced today that the boards of directors of both companies
have signed a definitive merger agreement for Georgia-Pacific to acquire all
outstanding shares of Fort James in a transaction valued at approximately $11
billion.
Georgia-Pacific said the announcement continues a series of major
strategic actions aimed at strengthening its position as a high value-added
paper and building products company. Georgia-Pacific Group (NYSE: GP) will be
the world's leading manufacturer of tissue products when the transaction is
completed.
Under terms of its agreement with Fort James, Georgia-Pacific will acquire
all outstanding shares of Fort James for $29.60 per share in cash and 0.2644
shares of Georgia-Pacific Group stock. Based on the Georgia-Pacific Group
closing price of $28.625 on July 14, 2000, the per share consideration totals
$37.17 per Fort James share. The transaction includes the assumption of
approximately $3.5 billion of Fort James net debt.
In connection with the acquisition of Fort James, Georgia-Pacific is
preparing to divest approximately 250,000 tons of tissue manufacturing capacity
for away-from-home products as well as other selected commodity and
non-strategic businesses that have been identified. "The transformed
Georgia-Pacific will be able to focus on those paper and building products
businesses that are valued-added and fit our strategic direction," said A.D.
"Pete" Correll, chairman and chief executive officer of Georgia-Pacific.
"Today's actions and future divestitures are indicative of the major
transformation under way at our company," Correll said. "Our strategy is to
transform Georgia-Pacific by transforming our portfolio of assets. We will
create value by sharpening our focus on higher-margin businesses that are closer
to the customer. Georgia-Pacific's transformation will improve earnings
predictability, strengthen our market position, and drive the increased cash
flow needed to take our long-standing financial strategy to the next level."
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"This transaction represents a fine opportunity for our shareholders and
should provide a great platform for Fort James' talented employees," said Miles
L. Marsh, chairman and chief executive officer of Fort James. "With the
enhancement provided by our brands, products and market positions,
Georgia-Pacific becomes an even stronger, more exciting company."
The maximum value that can be received by Fort James shareholders is $40
per share (comprised of $29.60 in cash and $10.40 in Georgia-Pacific Group
stock). Therefore, the 0.2644 shares of Georgia-Pacific Group included in the
offer is subject to downward adjustment in the event its average share price is
greater than $39.33. Georgia-Pacific expects the acquisition to be immediately
accretive to Georgia-Pacific Group on a cash earnings basis (reported earnings
excluding goodwill) and accretive on a reported earnings basis (after goodwill)
beginning in the second full year after the transaction.
After the merger, Fort James will be integrated with the existing tissue
business of Georgia-Pacific. The combination will greatly increase
Georgia-Pacific's tissue business, making it a leading producer and marketer of
consumer and away-from-home tissue in North America and providing a significant
presence in 11 other countries. Familiar North American consumer name brands
produced by the two companies include Angel Soft, Sparkle, Coronet, Quilted
Northern, Soft 'N Gentle, Brawny, Mardi Gras, So-Dri, Vanity Fair and Dixie.
"Clearly, this transaction will bring stronger competition to the retail
and away-from-home tissue markets," Correll said. "Adding Georgia-Pacific's
low-cost manufacturing capabilities to Fort James' strong consumer brands and
nationwide marketing will result in greater efficiencies, more vigorous
competition in the retail market and broader distribution of commercial
products."
Combined revenues of the two companies exceeded $24.8 billion last year.
"This acquisition moves us rapidly toward higher value-added segments of
our industry," Correll said. "Consistent with all of our prior actions, this
transaction is aimed at providing the increased cash flow needed to continue to
pursue our ongoing financial strategy of returning excess cash to our
shareholders."
Georgia-Pacific identified several key strategic rationales for its Fort
James acquisition, including significant business portfolio improvements and
direct synergies as a catalyst for improved future performance. Among them:
|_| Improvement of Georgia-Pacific's business mix. By moving closer to the
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customer and increasing the proportion of value-added product manufacturing
and distribution in its overall portfolio of businesses, the acquisition
will advance Georgia-Pacific's strategic direction. It also strengthens the
company's consumer focus through the addition of respected brand names well
known across North American and European markets.
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|_| Increase in earnings predictability. The combined company's cash flows will
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provide a more stable earnings platform and enable it to continue to pursue
its ongoing financial strategy to return excess capital to shareholders.
|_| Building on Georgia-Pacific's proven track record and operational success in
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the tissue segment over the past decade. Georgia-Pacific's consumer tissue
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products business has grown by an average of 8 percent every year since
1993 through operational excellence in manufacturing and logistics and
outstanding sales and marketing execution. Its commercial tissue business
grew significantly last year with a joint venture that consolidated
Georgia-Pacific's business with Chesapeake's Wisconsin Tissue assets. That
integration has proceeded smoothly and is ahead of schedule.
|_| Leveraging Georgia-Pacific's world-class operational capability to unlock in
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excess of $500 million in annual pre-tax synergies. Enhanced product and
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market coverage coupled with reduced expenses and increased efficiencies and
productivity are expected from the acquisition.
"The acquisition of Fort James will combine with additional steps that are
reshaping Georgia-Pacific, a process we began in late 1997 with the separation
of our timber assets and carried forward last year with the acquisitions of
Wisconsin Tissue and Unisource," Correll said. "Across four acquisitions in the
last five years, Georgia-Pacific has an outstanding track record of successfully
integrating acquired businesses and achieving synergies rapidly. We are looking
forward to bringing these capabilities to this transformation for the benefit of
our shareholders."
Under the terms of the agreement, Georgia-Pacific will begin an exchange
offer for the Fort James shares upon the effectiveness of a registration
statement to be filed with the Securities and Exchange Commission. The company
expects to close the transaction, subject to regulatory approvals, in the fourth
quarter of this year. Required financing will be provided by a syndicate of
lending institutions led by Banc of America, Merrill Lynch and Morgan Stanley.
Georgia-Pacific's present 12-member board of directors will be
supplemented with three new directors to be designated from Fort James' existing
board of directors. Georgia-Pacific said it does not anticipate any regulatory
obstacles that would prevent completion of the transaction. Fort James' board of
directors has approved the transaction and will recommend that its shareholders
accept the Georgia-Pacific offer.
Merrill Lynch & Co. and Banc of America are acting as financial
advisors to Georgia-Pacific. Shearman & Sterling is providing outside legal
counsel. Morgan Stanley is acting as financial advisor to Fort James, and
Wachtell, Lipton, Rosen & Katz is its outside counsel.
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NOTE: Georgia-Pacific will conduct a telephone conference call
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at 11 a.m. Eastern today (Monday, July 17) for financial analysts to review this
morning's announcement of the Georgia-Pacific-Fort James merger agreement. The
conference call will feature A.D. "Pete" Correll, chairman and chief executive
officer of Georgia-Pacific; and include Danny Huff, executive vice president -
finance and chief financial officer for Georgia-Pacific; and Lee Thomas,
executive vice president - paper and chemicals for Georgia-Pacific.
To participate in this call, dial (888) 467-8159 (domestic United States)
or (630) 395-0437 (international). Password to participate is "gapac." Replay of
the conference call will be available beginning at 2:30 p.m. by dialing (888)
568-0691 (domestic United States) or (402) 998-1464 (international). Replay will
also be available on the company website by following the links at www.gp.com.
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Headquartered at Atlanta, Georgia-Pacific is one of the world's leading
manufacturers and distributors of paper and building products. Its familiar
consumer brands include Angel Soft, Sparkle, Coronet and MD tissue products and
Pacific Garden antibacterial hand soap. The company also sells tissue products
for the away-from-home market. Georgia-Pacific's building products distribution
segment has long been among the nation's leading wholesale suppliers of building
products to professional builders and contractors, hardware stores and large
do-it-yourself warehouse retailers. In addition, Georgia-Pacific is the nation's
largest producer of structural wood panels and second largest producer of lumber
and gypsum wallboard. The company employs approximately 55,000 people at more
than 500 locations in North America.
Fort James is a leading international consumer products company, serving
consumers both at home and away-from-home with bathroom and facial tissue, paper
towels, napkins, cups, plates, cutlery and food wrap products. The company's
popular brands include Quilted Northern, Soft 'N Gentle, Brawny, Mardi Gras,
So-Dri, Vanity Fair, and Dixie in North America, and Lotus, Okay, Embo,
Colhogar, Tenderly, KittenSoft and Delica in Europe. With 1999 sales of $6.8
billion, the company has approximately 25,000 employees and 50 manufacturing
facilities principally located in the U.S., Canada and Europe.
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Certain statements contained in this release, including, without limitation, the
existence and achievement of synergies of the combined businesses of
Georgia-Pacific and Fort James, plans for future transformation and
divestitures, increases in earnings predictability and future financial
performance are forward-looking statements (as such term is defined under the
Private Securities Litigation Reform Act of 1995) based on current expectations.
The accuracy of such statements is subject to a number of risks, uncertainties
and assumptions including, but not limited to, the effect of general global and
domestic economic conditions on the demand for tissue products; realization of
cost savings and synergies in integrating the two businesses; the existence of
financially capable buyers for businesses to be divested, changes in the
production of and demand for tissue and other products manufactured by
Georgia-Pacific, and other factors listed in Securities and Exchange Commission
filings of Georgia-Pacific and Fort James.
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Media
Contacts: Ken Haldin / Georgia-Pacific
(404) 652-6098
Greg Guest / Georgia-Pacific
(404) 652-4739
Mark Lindley / Fort James
(847) 317-5280
Analyst
Contacts: Richard Good / Georgia-Pacific
(404) 652-4720
Celeste Gunter / Fort James
(847) 317-5355
