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The Deal: Georgia-Pacific Corp. and Unisource Worldwide have announced that their boards of directors have approved a definitive merger agreement which calls for Georgia Pacific to acquire all outstanding shares of Unisource at $12/share in cash. Upon completion, Unisource will conduct business under its existing name as a separate distribution subsidiary of Georgia-Pacific Group, the pulp, paper and building products business of Georgia-- Pacific Corp. The value of the transaction is $840 million, plus the assumption of $400 million in net debt. It is expected that the merger will be accretive to Georgia-Pacific Group earnings and cash flow in 1999 and 2000. Unisource Worldwide had only recently agreed to be acquired by UGI Corp. for 21.6 times earnings. However, UGI has informed Unisource that it will not make any further offer, and the previously announced deal has been terminated.