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Verso Urges Stockholders to Use the WHITE Proxy Card to Vote "FOR" the Pixelle Transaction and Vote "FOR" ALL Verso's Director Nominees

MIAMISBURG, Ohio, Jan. 21, 2020 /PRNewswire/ --A Verso Corporation (NYSE: VRS) ("Verso" or the "Company") today urged stockholders, in order to ensure that net cash proceeds of up to $282 million and not less than $225 million will be returned to stockholders from its pending sale of its Androscoggin and Stevens Point mills to Pixelle Specialty Solutions LLC (the "Pixelle Transaction"):

to use the Company's WHITE Proxy Card;



to vote "FOR" the Pixelle Transaction; and



to vote "FOR" ALL seven of Verso's nominees.

On January 17, 2020, Institutional Shareholder Services ("ISS"), a leading independent proxy advisory service, issued a report in which it recommends that stockholders vote "FOR" the Pixelle Transaction, stating that the recommendation of the Pixelle Transaction demonstrates "the Board's interest in and ability to improve shareholder value"1 and that "The [sale] process appears reasonably thorough and the transaction should benefit the company financially. Furthermore, the valuation looks attractive, the market reaction has been positive, and the company's use of proceeds seems reasonable. Therefore, a vote for the asset sale is warranted."2A A The Company expects that, subject to stockholder approval being received at the annual meeting scheduled for January 31, 2020 (the "Annual Meeting"), the Pixelle Transaction will be consummated in early February 2020. On January 18, 2020, in an effort to mitigate the Atlas/Blue Wolf proxy contest expenses and to secure stockholder approval of the Pixelle Transaction, the Verso Board proposed to withdraw the nominations of Jay Shuster and Steven D. Scheiwe and to nominate Atlas/Blue Wolf's nominees, Sean T. Erwin and Jeffrey E. Kirt. In return, Verso requested that Atlas/Blue Wolf withdraw the nomination of Timothy Lowe, consistent with ISS's recommendation to "WITHHOLD" for Mr. Lowe, terminate all litigation and vote "FOR" the Pixelle Transaction.A  On January 19, 2020, Atlas/Blue Wolf rejected Verso's January 18, 2020, settlement proposal.A  On January 20, 2020, Verso attempted once again to settle the Atlas/Blue Wolf proxy contest by reiterating its proposal to withdraw the nominations of Messrs. Shuster and Scheiwe and requested that Atlas/Blue Wolf withdraw the nomination of Mr. Lowe, terminate all litigation and vote "FOR" the Pixelle Transaction. In addition, Verso offered to pay certain fees and expenses incurred by Atlas/Blue Wolf, to expand the size of the Verso Board from seven to eight, and to fill the vacancy with a mutually agreed upon candidate. Atlas/Blue Wolf did not accept this proposal.
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