Century-old specialty paper maker Appleton Papers, based in Appleton, Wisconsin, will combine with Hicks Acquisition Company of Dallas, a special purpose acquisition company founded and headed by Thomas Hicks, to create a combined company on the Nasdaq. The companies are not disclosing how much of a stake in Appleton Hicks is getting for its investment of $675 million.
Appleton Papers Inc. (“Appleton”) and Hicks Acquisition Company II, Inc. (Nasdaq: HKAC) today announced a definitive agreement under which Appleton will engage in a business combination with Hicks Acquisition Company II valued at $675 million. The combined company will be listed on the Nasdaq exchange, positioning Appleton for long-term growth and profitability with an improved balance sheet and greater access to capital. Appleton is a leading manufacturer of specialty high value-added coated paper products and a provider of proprietary encapsulation applications. Hicks Acquisition Company II is a special purpose acquisition company founded and headed by Thomas O. Hicks with approximately $149.3 million of cash in trust.
It was also announced today that when the transaction closes Appleton will change its corporate name to Appvion. The new name combines the words “applied” and “innovation,” reflecting the company’s successful transformation from a paper company to a business focused on coating formulations and applications, and specialty chemicals.
Appleton was founded in 1907 in Appleton, Wisconsin. With 2011 sales of nearly $860 million, Appleton is a global leader operating in three business segments: direct thermal, in which it holds the leading position in North America and is considered to be the market leader in innovation; carbonless/security, in which, under its NCR PAPER* and Appleton brands, the company holds the number one position worldwide; and Encapsys®, an innovative and rapidly growing specialty chemical operation that is a leader in microencapsulation for use in branded consumer products. The company employs approximately 1,800 people and has been 100 percent employee-owned since November 9, 2001.
Under the terms of the proposed business combination, Hicks Acquisition Company II will invest the cash held in trust, less expenses and amounts paid for certain repurchases and redemptions of its stockholders, to acquire an equity interest in Appleton. Proceeds from the transaction may be used by Appleton for reducing the amount of debt outstanding, capital expenditures to facilitate growth initiatives, reducing the amount of warrants outstanding or other general corporate purposes.
Thomas O. Hicks, founder and chairman of Hicks Acquisition Company II, commented, “We are tremendously pleased to be partnering with Appleton, its management team and its employee-owners. Appleton is a true leader in its markets with a broad and diverse product line, globally respected brands, a legacy of innovation and a world-class management team. We are very impressed by Appleton’s recent steps to further transform its business to value added converting and encapsulation. In particular, we believe that its recent agreement with Domtar allows the company to focus on its core, value-added capabilities, while reducing asset intensity and substantially increasing its profitability and free cash flow. We look forward to completing the transaction and supporting the management team as they continue to realize Appleton’s full potential.”
Members of the Appleton management team will continue in their current positions under the new ownership structure.
“This transaction will be the latest milestone in Appleton’s transformation from a paper producer to a company focused on coating formulations and applications, and specialty chemicals,” said Mark Richards, Appleton’s chairman, president and chief executive officer. “The combination with Hicks Acquisition Company II provides the company with capital to further strengthen our balance sheet, support our businesses and pursue attractive growth opportunities in our markets. Our customers will benefit as we continue to expand and improve the value-added products and services we provide them. Appleton ESOP participants, through their ownership interests in Paperweight Development Corp. (“Paperweight”), the parent company of Appleton, will be able to share in an even stronger company and hold a more flexible security with greater potential for appreciation. We are proud to partner with Tom Hicks and his colleagues, who have a decades-long record of supporting and building the value of specialty manufacturing companies.”
Mr. Richards added, “Our new name – Appvion – recognizes this milestone in our transformation. Appvion stands for ‘applied innovation,’ representing what we have accomplished so far and where we are heading as a company.”
Following completion of the transaction, Mr. Hicks, Founder and Chairman of Hicks Acquisition Company II and Chairman and CEO of Hicks Holdings LLC, and Christina Weaver Vest, CEO of Hicks Acquisition Company II and a Managing Director and Partner of Hicks Equity Partners, will join the existing Appleton board of directors. The current Appleton directors, Stephen P. Carter, Terry M. Murphy, Andrew F. Reardon, Kathi P. Seifert, Mark A. Suwyn and George W. Wurtz, all of whom are independent directors, and Mr. Richards, will remain on the Board. Mr. Richards will continue to serve as board chairman.
The boards of directors of Hicks Acquisition Company II, Paperweight and Appleton have unanimously approved the proposed transaction. Completion of the transaction, which is expected during July 2012, is subject to expiration or early termination of any applicable Hart-Scott-Rodino waiting period, approval of the transaction by Hicks Acquisition Company II’s stockholders, approval by State Street Bank and Trust Company, the trustee representing participants in the Appleton ESOP, and certain other closing conditions.
Jefferies & Company, Inc. is serving as exclusive financial advisor to Appleton. Deutsche Bank Securities Inc. is serving as exclusive financial advisor to Hicks Acquisition Company II. Legal counsel to Appleton is DLA Piper LLP and Morgan, Lewis & Bockius LLP. Legal counsel to Hicks Acquisition Company II is Akin Gump Strauss Hauer & Feld LLP.
Additional information about the transaction, as well as Appleton’s operations and historical financial information, will be contained in an investor presentation that will be made public today and filed by Hicks Acquisition Company II and Appleton with the Securities and Exchange Commission. Interested parties should visit the SEC website at www.sec.gov. Much of this information can also be found on Appleton’s website at www.appletonideas.com.
Description of the Terms of the Transaction
Appleton is owned by Paperweight, which is owned by the Appleton ESOP. Under the terms of the business combination, Appleton will be organized as a limited liability company, and PDC will hold Class B Units in Appleton that are exchangeable into shares of common stock of Hicks Acquisition Company II. On a pro forma basis, giving effect to such an exchange and assuming no redemptions of Hicks Acquisition Company II stock, Paperweight will own approximately 37% of the pro forma outstanding equity of the combined companies. Paperweight will also be entitled to receive up to 3.0 million additional shares based on certain stock price performance targets. After completion of the transaction, Mr. Hicks and the other current Hicks Acquisition Company II stockholders will own approximately 63% of the pro forma outstanding equity. Ownership percentages are calculated as basic ownership and exclude earn out shares, warrants, options and redemptions from the ownership calculation. Ownership percentages may vary proportionately depending on the level of redemptions by Hicks Acquisition Company II shareholders prior to closing (or repurchases of common stock by Hicks Acquisition Company II from its stockholders).
Appleton creates product solutions through its development and use of coating formulations, coating applications and Encapsys microencapsulation technology. The company produces thermal, carbonless and security papers and Encapsys products. Appleton, headquartered in Appleton, Wis., has manufacturing operations in Wisconsin, Ohio and Pennsylvania, employs approximately 1,800 people and has been 100 percent employee-owned since 2001. For more information, visit www.appletonideas.com.
About Hicks Acquisition Company II, Inc.
Hicks Acquisition Company II, Inc. is a special purpose acquisition company, launched in October 2010 in an initial public offering with $150 million of gross proceeds. Founded by Thomas O. Hicks, Hicks Acquisition Company II was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. It currently has no operating businesses.
The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the definitive agreement relating to the transaction, a copy of which will be filed by Hicks Acquisition Company II with the SEC as an exhibit to a Current Report on Form 8-K.