AGREEMENT AND PLAN OF MERGER among SCA AMERICAS INC., SALMON ACQUISITION, INC., and WAUSAU PAPER CORP. Dated as of October 12, 2015Merger Agreement • October 13th, 2015 • Wausau Paper Corp. • Paper mills • Delaware
Form of Voting AgreementVoting Agreement • October 13th, 2015 • Wausau Paper Corp. • Paper mills • Delaware
This Voting Agreement (this “Agreement”), dated as of October 12, 2015 between the undersigned stockholder (“Stockholder”) of Wausau Paper Corp., a Wisconsin corporation (the “Company”), and SCA Americas Inc., a Delaware corporation (“Parent”).
GUARANTEE October 12, 2015Guarantee • October 13th, 2015 • Wausau Paper Corp. • Paper mills
The undersigned, Svenska Cellulosa Aktiebolaget SCA (publ), a Swedish corporation (the “Guarantor”), in consideration of the execution and delivery of that certain Agreement and Plan of Merger, dated as of October 12, 2015 (as it may be amended or modified from time to time, the “Merger Agreement”) by and among SCA Americas Inc., a Delaware corporation (“Parent”), Salmon Acquisition, Inc., a Wisconsin corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Wausau Paper Corp., a Wisconsin corporation (the “Company”), pursuant to which Parent, Merger Sub and the Company have agreed to enter into a business combination transaction pursuant to which Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will thereupon cease and the Company will continue as the surviving corporation and a wholly owned Subsidiary of Parent (the “Merger”), as more fully described in the Merger Agreement, and for other good and valuable consideration
