Tuesday, 24 January 2012 09:00

Resolute Extending Offer for Fibrek to February 13

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AbitibiBowater Inc., doing business as Resolute Forest Products ("Resolute") (NYSE: ABH) (TSX: ABH), has announced that it extended to February 13 the expiry date for its offer to acquire all the issuedabiti122011 and outstanding common shares of Fibrek Inc. (Fibrek, TSX: FBK).  The extension is intended to allow the Canadian Competition Bureau to complete its review of the proposed acquisition following its request for supplementary information and the Bureau de révision et décision (Québec) to hear Resolute's application for an order to cease trade the Fibrek shareholder rights plan (the "tactical poison pill").

"A supplementary information request is a normal part of the regulatory process," said Richard Garneau, President and Chief Executive Officer.  "We will continue to work with the Canadian competition authority and provide it with the responsive information."  He added: "We're pleased to see that over 57% of Fibrek shares have been tendered as of today.  The success of our bid should be up to shareholders, unimpeded by management entrenchment maneuvers like the tactical poison pill."

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, which Resolute is making together with RFP Acquisition Inc., a wholly-owned subsidiary, is more fully described in the offer circular and other ancillary documentation the Company filed on December 15, 2011, on the Canadian Securities Administrators' website ("SEDAR"), as amended by notice of variation on January 9 and on January 20.  The offer will expire at 5:00 p.m. (Eastern Standard Time) on February 13, 2012, unless it is extended or withdrawn by Resolute. As of the close of market on January 20, approximately 74.25 million common shares of Fibrek had been tendered to the offer, representing approximately 57.1% of the outstanding common shares.

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.

Source: Resolute Forest Products


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