Boise Cascade to Sell Paper, Packaging & Newsprint Assets



    BOISE, Idaho, Sept. 7 /CNW/ -- Boise Cascade, L.L.C. ("Boise Cascade")
has entered into a Purchase and Sale Agreement ("PSA") with Aldabra 2
Acquisition Corp. (Amex:   AII) ("Aldabra") for the sale of Boise Cascade's
Paper, Packaging & Newsprint segments for cash and shares of Aldabra common
stock equal to approximately $1.625 billion.  As part of the transaction,
Aldabra intends to change its name to Boise Paper Company ("BPC") and will
apply for listing on either the New York Stock Exchange or NASDAQ.  Boise
Cascade, a privately held company, will maintain 100% ownership of its Wood
Products and Building Materials Distributions segments following the
transaction.  Both companies will be headquartered in Boise, Idaho.
    Tom Stephens, Chairman and CEO of Boise Cascade, said, "We're excited
that Aldabra is buying our Paper, Packaging & Newsprint businesses.  Our
entire organization in these operations has worked hard to transform their
businesses, and this is a huge vote of confidence in what the team has built
and the future opportunities before them."
    Stephens added, "This is also good news for the people in our remaining
businesses, Wood and Building Materials Distribution, who have delivered
strong results over the past three years.  We will use a portion of the cash
received from the transaction to pay down debt.  As a well-financed and highly
focused company, Wood and BMD will not only be in an excellent position to
operate successfully in the challenged housing market but will also have the
means to grow.  As two separate companies, the businesses will be able to
focus sharply on their respective core competencies to enhance performance and
returns to investors, customers, and employees."
    Alexander Toeldte will become CEO of Boise Paper Company.  He is
currently Boise Cascade's executive vice president, responsible for its Paper,
Packaging & Newsprint businesses.  Prior to joining Boise Cascade in 2005,
Toeldte was CEO of two public companies in New Zealand (Fletcher Challenge
Paper and Fletcher Challenge Building).
    Toeldte said, "This transaction recognizes the progress we've made during
the three years we were a private company.  We reinvigorated our culture by
taking out layers of overhead, streamlining management processes, and changing
our relationship with employees to one of full involvement in running the
business.  We have also made key strategic investments, including the
acquisition of Central Texas Corrugated, which increased the integration of
our container business, and the conversion of the largest paper machine at our
mill in Wallula, Washington, which significantly improves our competitive
position for the future."
    The transaction, which has been approved by the respective board of
directors of Aldabra and Boise Cascade, is subject to customary closing
conditions as well as (i) the approval of Aldabra's stockholders (Aldabra's
certification of incorporation provides that if a shareholder chooses not to
approve a transaction, the shareholder may convert his or her shares to cash;
if less than 40% of Aldabra's shareholders choose the conversion option, the
transaction will be approved); (ii) receipt of approvals under the
Hart-Scott-Rodino Act; and (iii) receipt of debt financing on terms and
conditions to be approved by Aldabra's and Boise Cascade's respective board of
directors.
    At closing, Aldabra will deliver to Boise Cascade approximately $1.625
billion, of which approximately $1.338 billion will be paid in cash (less $38
million in cash contributed by Boise Cascade at closing) and the balance in
shares of Aldabra common stock.  The sources of funds for this transaction
will consist of (i) approximately $392 million of net proceeds from Aldabra's
trust (which takes into account deferred underwriting fees and expected
interest income projected through closing, net of taxes), (ii) approximately
$946 million in a new debt facility to be raised in conjunction with the
transaction, (iii) less $38 million in cash contributed by Boise Cascade, and
(iv) approximately $325 million of new Aldabra shares that will be issued to
Boise Cascade.
    The number of shares of Aldabra common stock to be issued to Boise
Cascade at closing will be calculated by dividing approximately $325 million
by the average closing price per share of Aldabra common stock during the
20-day period ending three days prior to the closing of the transaction.  The
parties have agreed that for purposes of this calculation, the average closing
price will not be higher than $10.00 or lower than $9.54.  Assuming no
conversion rights are exercised and an average closing price of $9.77 (the
midpoint of the range), Boise Cascade would receive 34,510,747 shares of
Aldabra common stock, representing 40.0% of BPC's shares post-closing.
    Boise's investment banking advisors on this transaction are JPMorgan and
Goldman Sachs, and Kirkland & Ellis LLP is acting as legal advisor.
    
    About Boise Cascade
    
    Boise, headquartered in Boise, Idaho, manufactures engineered wood
products, plywood, lumber, and particleboard and distributes a broad line of
building materials, including wood products manufactured by the company. Boise
also manufactures a wide range of commodity, specialty and premium papers,
including imaging papers for the office and home and papers for
pressure-sensitive applications, as well as printing and converting papers,
containerboard and corrugated boxes, newsprint, and market pulp.  Visit
Boise's website at http://www.bc.com.
    
    Forward-Looking Statements
    
    This news release may contain statements that are "forward looking"
within the meaning of the Private Securities Litigation Reform Act of 1995. 
Words such as "intend," "will," "future," and similar expressions constitute
forward-looking statements.  While these statements are based on the current
expectations and beliefs of management, they are subject to a number of
uncertainties, risks, and assumptions that could cause actual results to
differ from the expectations expressed in this release.  Such risk factors
include, among others: uncertainties as to the timing of the transaction; the
ability to secure debt financing; approval by Aldabra's shareholders; the
receipt of regulatory approvals; the satisfaction of closing conditions to the
transaction; the competitive environment in which these businesses operate;
industry reaction to the transaction; and the other risk factors described in
Boise's filings with the SEC.  Boise undertakes no obligation and does not
intend to update these forward-looking statements to reflect events or
circumstances occurring after this release.  You should not place undue
reliance on forward-looking statements, which speak only to the date of this
release.  All forward-looking statements are qualified in their entirety by
this cautionary statement.




For further information:

For further information: Media, Virginia Aulin, +1-208-384-4837, or 
Investors, Rob McNutt, +1-208-384-7023, both of Boise Cascade Web Site:
http://www.bc.com

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