December 2005

Georgia-Pacific to be acquired by Koch Industries

Atlanta, GA— Georgia-Pacific Corp. and Koch Industries, Inc., announced they have reached a definitive agreement for Koch Forest Products, Inc., a wholly owned Koch subsidiary, to make a $48 per share cash tender offer for all shares of Georgia-Pacific. The transaction has been unanimously approved by the boards of directors of Georgia-Pacific and Koch.

The transaction has an equity value of $13.2 billion and a total enterprise value of $21 billion, including all Georgia-Pacific debt. The price to Georgia-Pacific shareholders represents a premium of 39 percent based on the closing price of Georgia-Pacific common stock on Nov. 11.

Koch Forest Products expects to launch a cash tender offer for all outstanding shares of Georgia-Pacific common stock no later than November 18, followed by a second step cash-out merger at the offer price. The closing of the tender offer is expected to be completed promptly, subject to customary closing conditions, including antitrust clearances in various countries.

The transaction is not conditioned on financing. Debt financing has been secured by Koch through Citigroup.

Koch has confirmed that Georgia-Pacific will be operated as a privately held, wholly owned subsidiary of Koch Industries. Georgia-Pacific will continue to do business worldwide under the Georgia-Pacific name and continue to operate its businesses from its Atlanta headquarters as an independently managed company.

Included in the transaction are all assets of Georgia-Pacific, including its North America and international consumer products segments, as well as its building products, packaging, and paper and bleached board segments.

Koch acquired Georgia-Pacific’s non-integrated market and fluff pulp operations at New Augusta, Mississippi and Brunswick, Georgia in May 2004. Since the purchase, Koch has invested in these businesses, which have been operating as Koch Cellulose. Upon completion of this transaction, these operations will be reintegrated with Georgia-Pacific businesses.


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