Chesapeake Rejects Shorewood's Attempt to Set Bid Deadline; Urges Shorewood to Engage in Negotiations

Business Wire, Feb 16, 2000

Chesapeake Corporation (&uot;Chesapeake&uot;) and Sheffield, Inc., a wholly owned subsidiary of Chesapeake (&uot;Purchaser&uot;), and certain other persons named below may be deemed to be participants in a consent solicitation (the &uot;Consent Solicitation&uot;) that may be conducted by Chesapeake and Purchaser in connection with the tender offer (the &uot;Offer&uot;) by Purchaser to purchase all of the outstanding shares of common stock (&uot;Shares&uot;) of Shorewood Packaging Corporation (&uot;Shorewood&uot;) for $17.25 per Share net to the seller in cash.

The participants in this solicitation may include: (i) the directors of Chesapeake (Harry H. Warner, Chairman of the Board; Thomas H. Johnson, President &Chief Executive Officer; Robert L. Hintz; James E. Rogers; John W. Rosenblum; Frank S. Royal; Wallace Stettinius; Richard G. Tilghman; Joseph P.Viviano; and Hugh V. White, Jr.); and (ii) certain officers of Chesapeake: J.P. Causey Jr., Senior Vice President, Secretary &General Counsel; Andrew J. Kohut, Senior Vice President-Strategic Business Development; Octavio Orta, Executive Vice President-Display &Packaging; William T. Tolley, Senior Vice President-Finance &Chief Financial Officer; Molly Remes, Director-Corporate Communications; and Joel Mostrom, Vice President-Investor Relations. As of the date of this communication, approximately 14.9% of the outstanding Shares of Shorewood, or approximately 4.1 million Shares, are beneficially owned by Chesapeake and Purchaser (including Shares to be purchased pursuant to a stock purchase agreement between Chesapeake and a third-party). Chesapeake has retained Goldman, Sachs &Co. (&uot;Goldman Sachs&uot;) and Donaldson, Lufkin &Jenrette Securities Corporation (&uot;DLJ&uot;) to act as its co-financial advisors in connection with the Offer, for which Goldman Sachs and DLJ will receive customary fees, as well as reimbursement of reasonable out-of-pocket expenses. Chesapeake and Purchaser have retained Goldman Sachs and DLJ to act as their Co-Dealer Managers in connection with the Offer, for which Goldman Sachs and DLJ will receive customary fees, as well as reimbursement of reasonable out-of-pocket expenses. In addition, Chesapeake and Purchaser have agreed to indemnify Goldman Sachs and certain related persons and DLJ and certain related persons against liabilities, including certain liabilities under the federal securities laws, arising out of each of their engagements. Neither Goldman Sachs nor DLJ admits that they or any of their respective partners, directors, officers, employees, affiliates or controlling persons, if any, is a &uot;participant&uot; as defined in Schedule 14A promulgated under the Exchange Act in the solicitation of proxies and/or consents, or that Schedule 14A requires the disclosure of certain information concerning Goldman Sachs or DLJ. In connection with Goldman Sachs' role as Co-Dealer Manager to Chesapeake and Purchaser, the following investment banking employees of Goldman Sachs may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are stockholders of Shorewood and may solicit consents from these institutions, brokers or other persons: Ravi Sinha, George Mattson, James Katzman, Peter Comisar and Jason Gilbert. In connection with DLJ's role as Co-Dealer Manager to Chesapeake and Purchaser, the following investment banking employees of DLJ may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are stockholders of Shorewood and may solicit consents from these institutions, brokers or other persons: L. Price Blackford, Doug Brown, Daniel Schleifman, Robert Simensky and Andrew Kramer. Goldman Sachs and DLJ each engage in a full range of investment banking, securities trading, market-making and brokerage services for institutional and individual clients. In the normal course of its business Goldman Sachs and/or DLJ may trade securities of Shorewood for each of their own accounts and the accounts of their customers and, accordingly, may at any time hold a long or short position in such securities. Goldman Sachs and DLJ has each informed Chesapeake that, as of the date hereof, neither of them holds any Shares for its own account. Goldman Sachs or DLJ and/or certain of their respective affiliates may have voting and dispositive power with respect to certain Shares held in asset management, brokerage and other accounts. Goldman Sachs, DLJ, and each such of their respective affiliates disclaim beneficial ownership of such Shares. Other than as set forth herein, to the knowledge of Chesapeake and Purchaser, as of the date of this communication, none of Chesapeake, Purchaser, any of their respective directors, executive officers, employees or other representatives, or other persons known to Chesapeake or Purchaser who may solicit consents has any interest, direct or indirect, in Shorewood by security holding or otherwise.