Norske Skog has entered into an unconditional agreement to sell the Topp1 power station at the Tasman mill site in New Zealand to NGATI Tuwharetoa Electricity Ltd, a local partner at the Tasman industrial site. Topp1 generates around 21.5 MW geothermal energy annually. The net sales proceeds are close to Norske Skog's carrying value, which will reduce net debt and terminate the transaction financing with GSO and Cyrus. The transaction will thus have limited accounting effects. The transaction will be completed on or about 16 December 2016. - We are very pleased with this sales transaction. Through the sale of the Topp1 plant, we are reducing our long-term energy exposure for the Tasman mill in New Zealand. The electric power generated by Topp1 has been surplus to our requirements following the closure of a newsprint machine at Tasman in 2013. Sale of non- core assets will still be a source for growth investments. In 2020, we are targeting 25% of our gross operating earnings to be generated from non-publication paper activities, says Sven Ombudstvedt, President and CEO of Norske Skog. click Read More below for more of the story
Verso Corporation (NYSE: VRS) today issued the following statement in response to a September 4, 2018, report issued by Institutional Shareholder Services (ISS) relating to the election of directors at Verso’s 2018 Annual Meeting of Stockholders.
We believe that ISS reached the wrong conclusion in failing to recommend that stockholders vote in favor of four of five of Verso’s highly qualified and experienced director nominees. ISS’s recommendation ignores Verso’s transformative success and significant stockholder value creation following emergence from Chapter 11 on July 15, 2016, as well as the roles that each of Messrs. Alan Carr, Eugene Davis, Steven Scheiwe and Jay Shuster have played in those efforts. Rather, ISS’s “withhold” recommendation for these nominees is premised solely on Verso not having removed the supermajority vote requirements contained in our organizational documents and lack of gender diversity on the board.
We note that the supermajority vote provisions contained in Verso’s organizational documents were approved and adopted as a part of Verso’s reorganization only two years ago, and do not believe that such provisions adversely impair stockholder rights. In addition, ISS only recently adopted its policy, effective in 2017, which was after Verso’s supermajority vote provisions were adopted, to treat such supermajority vote provisions as a governance failure resulting in “withhold” recommendations for members of corporate governance and nominating committees. As such, ISS’s recommendation is contrary to the legitimate governance choices of Verso’s stockholders made in 2016 when these provisions were approved for inclusion in Verso’s organizational documents. However, Verso is not averse to the adoption of majority provisions if our stockholders wish such provisions to be included in our organizational documents. Accordingly, after Verso’s 2018 annual meeting of stockholders, the board of directors will consider submitting to our stockholders, at our annual meeting to be held in 2019, a proposal to remove the supermajority vote provisions or impose a sunset requirement on such provisions.
Further, we note that prior to the 2019 annual meeting of stockholders, the Corporate Governance and Nominating Committee of the board of directors expects to seek to identify additional potential director nominees from a candidate pool that includes women and individuals from minority groups.
We believe that all of Verso’s board nominees merit a “For” vote from Verso stockholders.
In addition to the foregoing, Verso notes that ISS maintains in its report that Mr. Davis sits on the boards of the following public companies: Bluestem Group Inc. and Titan Energy LLC. Bluestem Group Inc. is a privately held company that does not have common stock registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Titan Energy LLC filed a form 15 on June 6, 2018 to terminate registration under the Exchange Act.