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Mead and Westvaco Agree to Combine in $10 Billion Merger

Press release from the issuing company

Dayton, OH and Stamford, CT – August 29, 2001 – The Mead Corporation (NYSE:MEA) and Westvaco Corporation (NYSE:W) announced today that they have agreed to a merger of equals creating a global company with leading positions in packaging, coated and specialty papers, consumer and office products, and specialty chemicals. The enterprise value of the combined organization is in excess of $10 billion. The new company, which will be called MeadWestvaco Corporation, will have $8 billion in annual revenues, profitable growth platforms in the company’s four core businesses, and a strong balance sheet with substantial financial capacity. In addition to significantly enhanced growth opportunities, the companies together expect to achieve annual operating synergies of more than $325 million, in full effect by the end of the second year. The transaction is expected to be accretive to both companies. Under the terms of the transaction, Mead shareholders will receive one share of MeadWestvaco stock for each share of Mead stock, and Westvaco shareholders will receive 0.97 shares of MeadWestvaco stock for each share of Westvaco stock. Mead shareholders will also receive a special payment of $1.20 per share at closing. The merger is structured as a stock-for-stock tax-free exchange, and will be accounted for as a purchase transaction under the recent guidelines for business combinations. The transaction has been approved by both Boards of Directors. Jerry Tatar, Mead’s Chairman, President and CEO, will serve as Chairman of the combined company, and John A. Luke, Jr., Chairman and CEO of Westvaco, will serve as Chief Executive Officer and President of MeadWestvaco. The Board of Directors of MeadWestvaco will consist of equal representation from Mead and Westvaco. The combined company will employ more than 32,000 people on six continents and will be headquartered in Stamford, CT. The coated papers and consumer and office products businesses, as well as significant corporate staff, will be located in Dayton, OH. Commenting on the merger, Jerry Tatar and John Luke, Jr. said, “This is a strategically and financially compelling merger of equals that creates a stronger company, well-positioned to compete in a global industry. In joining these two organizations, we enhance our ability to deliver shareholder value, offer customers a broader array of high-quality, value-added products, and provide employees an opportunity to participate in an even more dynamic enterprise. We look forward to working together to realize the full potential of the new company.” Tatar and Luke added, “We are creating an exciting new business platform by capitalizing on the strategic alignment and market leadership of both companies. In packaging and coated papers, the two largest business segments, we will bring together high quality manufacturing facilities with complementary product lines. This will position MeadWestvaco exceptionally well to meet the needs of our customers in a growing global marketplace. In addition, with a disciplined approach to capital and a strategic focus on generating superior financial returns, the new company will have the financial strength to pursue growth in targeted markets and return capital to shareholders.” The combined company’s expected $325 million in cost synergies will be achieved principally in coated papers, packaging, purchasing and logistics, corporate overhead and information technology. MeadWestvaco will conduct a comprehensive review of its business lines with the objective of ensuring that all businesses and assets meet rigorous parameters for strategic fit, growth and returns. The company expects to take appropriate actions within 12 months. The new company’s annual common stock dividend is expected to be $0.92 per share, providing a 24 cents per share annual dividend increase to Mead shareholders and a consistent dividend to Westvaco shareholders, on an exchange ratio-adjusted basis. The companies expect to close the transaction, subject to customary shareholder and regulatory approvals, in the fourth quarter of 2001. Goldman, Sachs & Co. acted as financial adviser to Mead. Skadden, Arps, Slate, Meagher & Flom LLP provided legal counsel to Mead. Greenhill & Co. and Morgan Stanley acted as financial advisers to Westvaco. Wachtell, Lipton, Rosen & Katz provided legal counsel to Westvaco. A conference call discussing the transaction will be held on Wednesday, August 29 at 9:30 a.m. EDT. The toll-free dial-in number is 888-348-6433 and the number for participants located outside the U.S. is 212-896-6069. The U.S. replay number is 800-633-8284 (858-812-6440 for international participants) and for all participants wishing to listen to the replay the access code is 19614599. The call will be available from 12:00 p.m. EDT on August 29, 2001 to 12p.m. EDT on September 29, 2001. A slide presentation and live audio webcast of the call will also be available and archived on both company’s Web sites at www.mead.com or www.westvaco.com. Westvaco Corporation (www.westvaco.com), headquartered in Stamford, CT, is a leading producer of paperboard and value-added packaging for media, pharmaceutical and consumer markets, and is a major producer of coated papers and specialty chemicals. The company operates in 21 countries, serves customers in more than 70 countries, and employs approximately 17,000 people worldwide. The Mead Corporation, a forest products company with $4.4 billion in annual sales, is one of the leading North American producers of coated paper, coated paperboard and consumer and office products, a world leader in multiple packaging and specialty paper, and a producer of high-quality corrugating medium. In management of the company's more than two million acres of forests, Mead is committed to practicing principled forest stewardship and using resources in a responsible and sustainable manner. For additional information about Mead, visit the company's web site at www.mead.com

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