Glatfelter (NYSE: GLT)

Definitive Agreement to Acquire Dresden Papier GmbH

March 13, 2013

Dante C. Parrini –

Chairman & Chief Executive Officer

John P. Jacunski –

Senior Vice President & Chief Financial Officer

Exhibit 99.2

1

GAAP Financial Measures

Certain statements included in this presentation, which pertain to future financial and business matters, are “forward-looking

statements”

within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. 

These statements are based on management’s current expectations and are subject to numerous risks, uncertainties and other

unpredictable or uncontrollable factors, which may cause actual results or performance to differ materially from the Company’s

expectations. Various risks and factors that could cause future results to differ materially from those expressed in the forward-looking

statements

include,

but

are

not

limited

to:

the

time

and

costs

required

to

consummate

the

proposed

acquisition;

the

satisfaction

or

waiver of conditions in the purchase agreement; any material adverse changes in the business of Dresden Papier; the ability to obtain

required

regulatory

approvals,

and

consents

and

the

satisfaction

or

waiver

of

other

customary

closing

conditions;

the

Company’s

ability to achieve the strategic and other objectives relating to the proposed acquisition, including any expected synergies; the

Company’s ability to successfully integrate Dresden Papier and achieve the expected results of the acquisition, including, without

limitation, the acquisition being accretive;

changes in industry, business, market, political and economic conditions in the U.S. and

other

countries

in

which

Glatfelter

does

business;

demand

for

or

pricing

of

its

products;

changes

in

tax

legislation,

governmental

laws,

regulations

and

policies;

initiatives

of

regulatory

authorities;

acquisition

integration

risks;

technological

changes

and

innovations;

market growth rates; cost reduction initiatives; and other factors.  In light of these risks, uncertainties and other factors, the forward-

looking matters discussed in this presentation may not occur, and readers are cautioned not to place undue reliance on these forward-

looking statements. The forward-looking statements speak only as of the date of this presentation and Glatfelter undertakes no

obligation, and does not intend, to update these forward-looking statements to reflect events or circumstances occurring after the date

of this presentation. More information about these factors is contained in Glatfelter’s filings with the U.S. Securities and Exchange

Commission,

which

are

available

at

www.glatfelter.com.

During the course of this presentation, certain non-U.S. GAAP financial measures will be presented.  A reconciliation of these measures

to U.S. GAAP financial measures is included in the appendix to this presentation.

Forward-Looking Statements and Use of non-

Acquisition Overview

•

Purchase price of €160 million ($209 million)

•

Dresden 2012 sales were ~ €117 million ($151 million) with EBITDA of ~ €30 million

($38 million)

•

Expected to be immediately accretive to earnings, contributing ~

$0.25 to EPS on an

annualized basis

•

Financed through a combination of cash on hand and borrowings under Glatfelter

existing bank facility

•

Will become part of the Composite Fibers Business Unit

•

Subject to customary closing conditions, including regulatory approval in Germany

and Ukraine –

transaction is expected to close during Q2 of 2013

Glatfelter signed a definitive agreement on March 13, 2013 to purchase

Dresden Papier GmbH from Fortress Paper Ltd. (TSE:FTP)

2

About Dresden Papier

•

State-of-the-art, 60,000-MT-capacity manufacturing facility in Germany

•

Track record of profitable growth and market leadership

•

Major supplier to the world’s largest wallpaper manufacturers

•

The cost and

quality industry leader

•

Superior product performance and characteristics

–

Dry strip-ability

–

Higher tear resistance

–

No material shrinkage or expansion when wet

•

Experienced management team

#1 global producer of nonwoven wallpaper base materials

3

Nonwoven Wallpaper Segment Overview

•

Global segment expected to

continue to grow at a CAGR of at

least 10%

–

Increasingly the product of choice

for wallpaper installers and design

professionals

–

Relatively resilient to

macroeconomic volatility

–

Growth from replacing standard

paper-based wallpaper

–

High demand in northern and

eastern Europe (Germany, Ukraine

and Russia)

•

Significant growth potential in Asia

NW

Share

9%

12%

17%

28%

25%

23%

32%

35%

39%

43%

45%

Source: IGI Wallcoverings Sales Statistics and management estimates

Global Wallpaper Segment (MT in 000’s)

4

Strategic Fit

•

Adds another industry-leading nonwovens product line to our Composite

Fibers business that leverages Glatfelter’s technical expertise in fiber-based

engineered materials

•

Broadens

our

relationship

with

leading

producers

of

consumer

and

industrial

products

•

Opportunities

for

operational

leverage

and

growth

for

Glatfelter

globally

•

Immediately accretive to earnings by approximately $0.25 per share on an

annualized basis

5

Increases Participation in Global Growth Markets

2006 Net Sales: $986 million

2006 Adj. EBITDA: $88.4 million

*includes Other and Unallocated of $1.9

2012 Pro-Forma Net Sales: $1,729 million

2012 Pro-Forma Adj. EBITDA: $212.3 million

*includes

Other

and

Unallocated

of

($16.7)

Specialty

Papers,

$895

Advanced

Airlaid

Materials,

$246

Composite

Fibers,

$588

Note: The sum of individual amounts set forth above may not agree to the pie chart totals due to rounding.

54%

48%

46%

52%

60%

70%

40%

30%

6

Composite

Fibers,

$34.7

Specialty

Papers, 

$51.8

Advanced

Airlaid

Materials, 

$26.7

Specialty

Papers, 

$104.6

Composite

Fibers, 

$97.7

Composite

Fibers, 

$293

Specialty

Papers, 

$694

Upon closing, this transaction will increase our participation in global growth markets, with

approximately 48% of net sales and 54% of Adjusted EBITDA coming from growth businesses.

Appendix

Reconciliation of Non-GAAP Measures

Adjusted EBITDA, Excluding Pension

Pro-Forma Adjusted EBITDA, Excluding Pension

8

In millions

2006

2012

Income (loss) before Income Taxes

(22.2)

$   

78.9

$    

Net

Pension

(Income)

Expense

(17.0)

11.6

Depreciation and Amortization

50.0

69.5

Net Interest Expense

21.3

18.2

EBITDA, excluding Pension

32.1

$    

178.3

$   

Adjustments

Gains on Timberland Sales and Transaction Related Costs

(15.7)

(9.2)

Gains from Insurance Recoveries

(0.2)

-

Debt Redemption Costs

2.9

5.1

Acquisition and Integration Related Costs

13.6

-

Adjusted EBITDA, excluding pension

88.4

$    

174.2

$   

Plus: Dresden Papier 2012 EBITDA (preliminary and unaudited)

-

38.1

Pro-Forma Adjusted EBITDA, excluding Pension

88.4

$    

212.3

$   

Shutdown and Restructuring Costs

55.7

-