Displaying items by tag: Fibrek Inc

Resolute Forest Products Inc. and Fibrek Inc. have announced that Fibrek has entered into an agreement with RFP Acquisition Inc., a wholly-owned subsidiary of Resolute, for a proposed arrangement (the "Arrangement") to amalgamate and form a new corporation, wholly-owned by Resolute. The Arrangement constitutes the second step transaction for Resolute to acquire all the Fibrek shares not deposited in the take-over bid it launched on December 15, 2011, which expired on May 17.  Resolute holds approximately 74.56% of the outstanding Fibrek shares.

Under the terms of the Arrangement, holders of Fibrek common shares, other than RFP Acquisition Inc., will be given the same choices of per share consideration previously offered in the take-over bid, namely:

• C$0.55 in cash and 0.0284 of a Resolute share; or
• C$1.00 in cash (subject to proration, as described in the circular); or
• 0.0632 of a Resolute share (subject to proration, as described in the circular).

The maximum amount of cash consideration available under the Arrangement is approximately C$18.2 million and the maximum number of shares of Resolute common stock available to be issued is approximately 940,000.

Under the terms of the Arrangement, Fibrek and RFP Acquisition have agreed to apply for an interim order of the Superior Court of Quebec to convene a special meeting of Fibrek's shareholders to vote on the proposed Arrangement. The independent members of Fibrek's board have received an opinion from their financial advisor, Sanabe & Associates, LLC, that the consideration payable to Fibrek shareholders in the Arrangement is fair, from a financial point of view, to the shareholders of Fibrek (other than RFP Acquisition). Based on their own analysis and various other factors, including the fairness opinion, the independent members of Fibrek's board unanimously approved the transaction and have recommended that shareholders vote in favor of the Arrangement. The special meeting is expected to be scheduled for July 23, 2012, with a June 20 record date. Fibrek's motion for the interim order is expected to be heard on June 20.  Resolute, through RFP Acquisition, is committed in the arrangement agreement to vote all of its Fibrek shares, representing approximately 74.56% of the outstanding shares, in favor of the Arrangement.

Subject to the interim order, full details of the transaction will be included in a management information circular, which is expected to be filed by Fibrek with the Canadian securities regulatory authorities and mailed to Fibrek shareholders in the week of June 25. The circular will also contain full details on the terms of the proposed plan of arrangement, the factors considered by Fibrek's independent directors as well as a summary and complete copy of Sanabe & Associates' fairness opinion.

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.

AbitibiBowater Inc., doing business as Resolute Forest Products (NYSE: ABH) (TSX: ABH), today announced that it has taken up and accepted for payment 9,894,933 additional shares of Fibrek Inc. (TSX: FBK) deposited to its offer as of the close of business today.  Together with the shares the Company acquired up to and including May 4, Resolute holds approximately 70.9% of the currently outstanding Fibrek shares. As aggregate consideration for the shares taken up today, Resolute will distribute approximately 280,000 newly-issued shares of its common stock and CAD$5.4 million in cash through RFP Acquisition Inc., a wholly-owned subsidiary.

Resolute reminds Fibrek's shareholders that, as previously announced, the offer will NOT be further extended and will expire definitively at 5:00 p.m. (Eastern time) on May 17, 2012. As further described in the offer circular and other ancillary documentation related to the offer (as amended), Resolute intends to carry out a second step transaction to acquire the Fibrek shares not deposited in the offer. With more than 66 2/3% of the Fibrek shares having been deposited to and taken up by Resolute under its offer, Resolute is in a position to cause a second step amalgamation or arrangement transaction to be approved by Fibrek's shareholders at a special meeting of shareholders to be convened and held for such purpose. By tendering before the final expiry time, remaining Fibrek shareholders will avoid the risks associated with a potentially illiquid market until Resolute can complete the second step transaction for the remaining Fibrek shares.

The offer to acquire all of the issued and outstanding shares of Fibrek made by Resolute, together with RFP Acquisition Inc., a wholly-owned subsidiary, is more fully described in the offer circular and other ancillary documentation that Resolute filed on December 15, 2011, on the "SEDAR" website maintained by the Canadian Securities Administrators, as varied and extended. The offer expires at 5:00 p.m. (Eastern time) on May 17, 2012.

AbitibiBowater Inc., doing business as Resolute Forest Products, have announced that Fibrek Inc. and Resolute are cooperating on an orderly transition to Resolute's effective control. The goal for both parties is to minimize any disruption to Fibrek's key relationships, including its employees, customers, suppliers and other partners.

Following the filing of Fibrek's first quarter 2012 consolidated interim financial statements with the Canadian securities authorities, it announced that each member of the board had stepped down, effective immediately. Resolute is pleased to announce that the principal members of Fibrek's outgoing management team, including Pierre Gabriel Côté, chief executive officer, and Patsie Ducharme, chief financial officer, have agreed to assist in the transition process as special advisors until May 31, 2012.

"We're delighted to mark this important step in the integration of Fibrek within the Resolute family," said Richard Garneau, president and chief executive officer. "While there remains work to be done, the spirit of cooperation we've announced today means business as usual for Fibrek's operations, customers, suppliers and other business partners."

The departing members of Fibrek's board were replaced by the following Resolute nominees: Michel Desbiens, Michel Gagnon and Daniel Filion, each of whom will serve as outside director, and Richard Garneau (chair), Jo-Ann Longworth and Jacques P. Vachon. Mr. Garneau is Resolute's president and chief executive officer, Ms. Longworth is its senior vice president and chief financial officer, and Mr. Vachon is its senior vice president for corporate affairs and chief legal officer.

This new Fibrek board appointed Richard Garneau as president and chief executive officer, Alain Boivin as vice president for operations, Jo-Ann Longworth as vice president and chief financial officer and Jacques P. Vachon as vice president for legal affairs and corporate secretary. Messrs. Boivin, Garneau and Vachon and Ms. Longworth are not entitled to additional compensation for serving as either Fibrek officers or directors.

Mr. Garneau added: "We've consistently said that we would remain true to the three themes that underlie Resolute's strategy: cost-effective operational excellence, disciplined use of capital and strategic development. Increasing our capacity in the growing global pulp market by adding these assets is consistent with our strategy.  Resolute is uniquely positioned to generate additional value from these assets by completing their integration."

Having acquired approximately 63.3% of the currently outstanding shares of Fibrek as of May 4, Resolute also announced today that its offer to acquire the remaining shares of Fibrek will NOT be further extended and will expire definitively on May 17. As further described in the offer circular and other ancillary documentation related to the offer (as amended), Resolute intends to carry out a second step transaction to acquire the Fibrek shares not deposited in the offer. By tendering before the final expiry time, remaining Fibrek shareholders will avoid the risks associated with a potentially illiquid market until Resolute can complete the second step transaction for the remaining Fibrek shares, if at all.

The offer to acquire all of the issued and outstanding shares of Fibrek made by Resolute, together with RFP Acquisition Inc., a wholly-owned subsidiary, is more fully described in the offer circular and other ancillary documentation that Resolute filed on December 15, 2011, on the "SEDAR" website maintained by the Canadian Securities Administrators, as varied and extended.  The offer expires at 5:00 p.m. (Eastern time) on May 17, 2012. 

BMO Capital Markets acted as Resolute's financial advisor.  Norton Rose Canada and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as Resolute's legal advisors.

 AbitibiBowater Inc., doing business as Resolute Forest Products, has announced that it has taken up and accepted for payment 1,633,800 additional shares of Fibrek Inc. deposited to its offer as of the close of business today.  Together with the shares the Company acquired up to and including April 23, Resolute now has majority control of Fibrek, with approximately 50.1% of the currently outstanding shares. As aggregate consideration for the shares taken up today, Resolute will distribute approximately 46,000 newly-issued shares of its common stock and CAD$900,000 in cash through RFP Acquisition Inc., a wholly-owned subsidiary.

Resolute's offer remains open and expires at 5:00 p.m. (Eastern time) on May 4, 2012.

The offer to acquire all of the issued and outstanding shares of Fibrek made by Resolute, together with RFP Acquisition Inc., a wholly-owned subsidiary, is more fully described in the offer circular and other ancillary documentation that Resolute filed on December 15, 2011, on the "SEDAR" website maintained by the Canadian Securities Administrators, as varied and extended. As further described in the offer circular and other ancillary documentation related to the offer (as amended), Resolute intends to carry out a second step transaction to acquire the Fibrek shares not deposited in the offer.

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.

Mercer International Inc.announced that the Supreme Court of Canada has denied Fibrek Inc.'s ("Fibrek") and Mercer's applications for leave to appeal the Québec Court of Appeal's decision to maintain the cease trade order of the Bureau de décision et de revision (Québec) in respect of the previously announced private placement of "special warrants" by Fibrek.

Any questions or requests for further information respecting the Mercer's offer for all of the common shares of Fibrek should be directed to Laurel Hill Advisory Group Company, the information agent under the offer, at 1-877-304-0211 (toll free in North America) or 1-416-304-0211 (collect calls) or by email at This email address is being protected from spambots. You need JavaScript enabled to view it..

Mercer International Inc. announced that Steelhead Partners, LLC publicly announced on March 31, 2012, that it will reserve its decision to tender its common shares of Fibrek Inc., held by its affiliate, to the unsolicited insider bid made by AbitibiBowater Inc. Further, Steelhead announced that it would decide whether or not to tender to the Abitibi bid only once (and if) Abitibi's minimum tender condition was met.

Mercer urges Fibrek shareholders not to tender to the Abitibi bid, which, as of March 20, 2012, had received support of only approximately 46% of the Fibrek shares, which is almost entirely represented by THREE locked up shareholders. In order to be successful, the Abitibi bid requires a minimum tender of 50.01%. We therefore encourage Fibrek shareholders not to tender to the Abitibi bid, which requires your support in order to succeed. We urge shareholders to continue to support, and benefit from, the Mercer $1.30 superior offer.

A hearing before the Québec Bureau de décision et de révision (the "Bureau") remains set for Monday, April 2, 2012 to consider an application for a "cease trade" order and/or other appropriate relief in respect of the Abitibi bid. The Ontario Securities Commission, without commenting on the merits of our application to cease trade the Abitibi bid, including preventing Steelhead and Fairfax Financial Holdings Limited from tendering their Fibrek shares to the Abitibi bid, determined last Friday that, although it had jurisdiction to hear the application, the proper forum for the application was before the Bureau.

AbitibiBowater Inc., doing business as Resolute Forest Products, has announced:

• it has extended the expiry time for its offer to acquire all of the issued and outstanding common shares of Fibrek Inc. (TSX: FBK) to 5:00 p.m., Eastern Time, on April 2;
• it has amended the minimum tender condition to its offer by lowering the threshold from 66 2/3% to 50.01% of Fibrek shares outstanding on a fully diluted basis; and
• although Fibrek's authorization, issuance or sale of special warrants constitutes, or would constitute, a "Restricted Event" under the terms of Resolute's offer, the Company does not expect to invoke the "Restricted Event" provisions with respect to the special warrants if, at the expiry time:
• • there is a decision of the Québec Court of Appeal reinstating the cease trade order with respect to the special warrants; and
  • no special warrant is outstanding and the Fibrek shares issued on conversion thereof, if any, have been canceled.

Assuming all the other conditions to Resolute's offer have been satisfied, at the expiry time on April 2, the Company will be able to take up all Fibrek shares deposited under its offer, provided that at that time at least 50.01% of the Fibrek shares outstanding on a fully diluted basis have been deposited and there is a cease trade order in effect relating to the special warrants. "Special warrants" refers to the Fibrek securities issuable to Mercer International Inc. (Nasdaq: MERC) (TSX: MRI.U) pursuant to a private placement disclosed by Fibrek and Mercer on February 10.

The offer to acquire all of the issued and outstanding shares of Fibrek made by Resolute, together with RFP Acquisition Inc., a wholly-owned subsidiary, is more fully described in the offer circular and other ancillary documentation that Resolute filed on December 15, 2011, on the "SEDAR" website maintained by the Canadian Securities Administrators, as varied and extended. The offer will expire at 5:00 p.m. (Eastern Time) on April 2, 2012, unless it is extended or withdrawn by Resolute.  On March 20, approximately 60.3 million common shares of Fibrek had been deposited to Resolute's offer, representing approximately 46.4% of the outstanding common shares.

AbitibiBowater Inc., doing business as Resolute Forest Products ("Resolute"), has announced that the Québec Court of Appeal has accepted to hear the Company's appeal from the Court of Québec's decision reversing the cease trade order on Fibrek Inc.'s private placement of 32,320,000 special warrants to Mercer International Inc. The cease trade order was issued on February 23 in a decision of the Bureau de décision et de révision (Québec).  The appeal will be heard in the week of March 19, 2012.

Resolute also announced that it has extended the expiry date for its offer to acquire all of the issued and outstanding common shares of Fibrek to March 29, 2012.

The offer to acquire all of the issued and outstanding shares of Fibrek made by Resolute, together with RFP Acquisition Inc., a wholly-owned subsidiary, is more fully described in the offer circular and other ancillary documentation that Resolute filed on December 15, 2011, on the "SEDAR" website maintained by the Canadian Securities Administrators, as varied and extended. The offer will expire at 5:00 p.m. (Eastern Standard Time) on March 29, 2012, unless it is extended or withdrawn by Resolute.  As of the close of business on March 16, 2012, approximately 60.4 million common shares of Fibrek had been deposited to Resolute's offer, representing approximately 46.4% of the outstanding common shares.

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.

Mercer International Inc. has announced that it has entered into a support agreement (the "Support Agreement") with Fibrek Inc. ("Fibrek") for Mercer to acquire all of the issued and outstanding common shares of Fibrek (the "Fibrek Shares") by way of a take-over bid (the "Offer").

Pursuant to the Offer, Fibrek shareholders will have the ability, on an individual basis, to elect to receive:

• C$1.30 in cash per Fibrek Share;
• 0.1540 of a share of Mercer's common stock (a "Mercer Share") per Fibrek Share; or
• C$0.54 in cash plus 0.0903 of a Mercer Share per Fibrek Share,

subject to proration necessary to effect maximum aggregate cash consideration of C$70.0 million and maximum aggregate share consideration of 11,741,496 Mercer Shares.

The Offer provides for consideration of C$1.30 per Fibrek Share or total consideration of approximately C$170 million for the Fibrek Shares, representing a premium of 30% over the unsolicited insider bid made by AbitibiBowater Inc. (the "Abitibi Bid"), 81% over the closing price of the Fibrek Shares on November 28, 2011, the date of announcement of the Abitibi Bid, and 70% over the volume-weighted average trading price of the Fibrek Shares on the Toronto Stock Exchange for the 20 trading days ending on such date.

The board of directors of Fibrek, after consulting with its financial and legal advisers, has unanimously approved entering into the Support Agreement and unanimously recommends that Fibrek shareholders tender to the Offer. Fibrek's board of directors has received a fairness opinion from Fibrek's financial advisor, TD Securities Inc., that the consideration offered by Mercer for the Fibrek Shares under the Offer is fair, from a financial point of view, to the Fibrek shareholders (other than shareholders that entered lock-up agreements in connection with the Abitibi Bid). In addition, in conjunction with the Support Agreement, certain directors and officers of Fibrek have entered into lock-up agreements with Mercer.

"We are pleased to have the full support of Fibrek's board of directors for a transaction that we believe will deliver significant benefits to both companies' customers, employees and shareholders. The acquisition of Fibrek clearly fits within our strategy of focusing on world-class production assets that produce high quality pulp. Additionally, the ability of Fibrek's St. Felicien mill to produce and sell surplus renewable energy is in line with our goal of increasing our revenues from energy sales," stated Jimmy S.H. Lee, President and Chief Executive Officer.

Mr. Lee added: "We believe that Fibrek's mills are complementary to our existing operations and we feel that, through active management, the acquisition of Fibrek will generate increased value for our shareholders."

The Support Agreement provides for, among other things, a non-solicitation covenant on the part of Fibrek, subject to customary "fiduciary out" provisions, a right in favour of Mercer to match any superior proposal and a termination fee of C$8.5 million payable to Mercer in certain circumstances, including if Fibrek accepts a superior proposal.

The Offer is expected to be made pursuant to a take-over bid circular and related documents to be mailed to Fibrek shareholders in accordance with applicable laws (all subject to the terms and conditions of the Support Agreement). The Mercer Shares to be issued under the Offer will be registered pursuant to a registration statement on Form S-4 (the "Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "SEC").

The Offer will be open for acceptance for a period of not less than 35 days from its commencement and may be extended from time to time. The Offer will be subject to customary conditions, including, among other things, there being deposited under the Offer, and not withdrawn at the expiry date, at least 50.1% of the Fibrek Shares, receipt of requisite regulatory consents, the Registration Statement being declared effective by the SEC and the absence of a material adverse change with respect to Fibrek.

Concurrently with the execution of the Support Agreement, Mercer has agreed to purchase 32,320,000 special warrants (the "Warrants") at a price of C$1.00 per Warrant (the "Warrant Placement"). Each Warrant is convertible into a Fibrek Share on a one-for-one basis. Conversion is automatic in certain events and otherwise at the option of Mercer. The Warrants are also redeemable, including by Fibrek, at their subscription price in certain events. Completion of the Warrant Placement is subject to, among other things, obtaining Toronto Stock Exchange approval.

Mercer intends to finance the cash portion of the Offer by way of new credit facilities to be established with Québec based capital providers.

Mercer intends to hold a special meeting of its shareholders in order to obtain shareholder approval of the issuance of the Mercer Shares, as required under the rules of the NASDAQ Global Market (the "Shareholder Approval"). In connection with such approval, Mercer has entered into voting support agreements with two institutional shareholders and its President and Chief Executive Officer, who collectively hold, directly or indirectly, approximately 44% of the outstanding Mercer Shares, to vote all of their Mercer Shares in favour of the Shareholder Approval.

Raymond James Ltd. is acting as financial advisor to Mercer, while TD Securities Inc. is acting as financial advisor to Fibrek. Sangra Moller LLP is acting as legal advisor to Mercer and Stikeman Elliott LLP is acting as legal advisor to Fibrek.

• 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.