Resolute also announced that the U.S. Securities and Exchange Commission declared effective Resolute's registration statement relating to the proposed transaction on January 13, 2012, and that U.S. antitrust authorities granted early termination of the statutory waiting period under the U.S. Hart-Scott-Rodino Act with respect to the proposed transaction.
"The tactical poison pill has outlived its usefulness," said Richard Garneau, President and Chief Executive Officer. "Since we announced our offer late in November, Fibrek has found time to adopt the tactical poison pill and enhance compensation packages for senior management, but has yet to provide its shareholders with a competitive alternative to our offer. Shareholders must now be given the opportunity to decide for themselves whether or not to accept our offer."
Mr. Garneau continued: "Fibrek's repeated suggestions that we are somehow not following the letter and spirit of the law does not make it so. The fact is we have no knowledge of any material information regarding Fibrek that has not been disclosed to the public and there is no legal requirement for a formal valuation. Their decision to pursue such a valuation is nothing more than a diversion on behalf of Fibrek's management. The value of our offer is sufficiently compelling for three of Fibrek's largest shareholders, representing approximately 46% of the outstanding shares, to have agreed to irrevocable lock-up agreements, with no ability to tender their shares to a competing bid."
Fibrek shareholders should consider the following factors in making their decision to accept the offer:
- The offer represents a substantial premium to Fibrek's pre-announcement trading price;
- The offer is not subject to any financing condition;
- Fibrek shareholders have the opportunity to exchange their shares of Fibrek, which had been thinly traded through to the date the offer was announced;
- Resolute is uniquely positioned to integrate Fibrek into its existing operations;
- Fibrek shareholders who become Resolute shareholders will own shares in a company that:
- is financially stronger;
- has a diversified asset and product base;
- is determined to continue improving the competitive position of its mills by focusing on cost optimization;
- maintains a prudent capital structure, with a ratio of long-term debt to last twelve months adjusted EBITDA of 1.3x as of the end of the third quarter of 2011.
The offer is subject to certain conditions including, among others, a 66⅔% minimum tender condition, waiver or termination of all rights under the shareholder rights plan, receipt of all regulatory, governmental and third-party approvals, consents and waivers, Fibrek not having implemented or approved any issuance of shares or other securities or any other transaction, acquisition, disposition, capital expenditure or distribution to its shareholders outside the ordinary course of business, and the absence of occurrence or existence of any material adverse effect or material adverse change. Subject to applicable laws, Resolute reserves the right to withdraw or extend the offer and to not take up and pay for any Fibrek common shares deposited under the offer unless each of the conditions of the offer is satisfied or waived (at its sole discretion). The offer is not subject to any financing condition.
Questions and requests for assistance or further information on how to tender Fibrek common shares to the offer should be directed to, and copies of the above referenced documents may be obtained by contacting, Georgeson at 1-866-598-0048 or by email at This email address is being protected from spambots. You need JavaScript enabled to view it.">This email address is being protected from spambots. You need JavaScript enabled to view it..
Important Notice
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Resolute has filed with the SEC a registration statement on Form S-4, as amended, in connection with the proposed transaction with Fibrek. INVESTORS AND SECURITY HOLDERS OF RESOLUTE AND FIBREK ARE URGED TO READ THESE DOCUMENTS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Such documents are available free of charge through the web site maintained by the SEC at www.sec.gov, by calling the SEC at telephone number 800-SEC-0330, on SEDAR at www.sedar.com or on Resolute's website at www.resolutefp.com.