Displaying items by tag: Resolute Forest Products

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.

Published in Canadian News

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.

Published in Canadian News

 

AbitibiBowater Inc., doing business as Resolute Forest Products, has announced that it has taken up and accepted for payment 12,305,679 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 3, Resolute holds approximately 63.3% of the currently outstanding shares. As aggregate consideration for the shares taken up today, Resolute will distribute approximately 350,000 newly-issued shares of its common stock and CAD$6.8 million in cash through RFP Acquisition Inc., a wholly-owned subsidiary.

 

The Company also announced that it has extended to 5:00 p.m. on May 17 the expiry time for its offer.  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.

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.

 

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.

Published in Financial News
Thursday, 03 May 2012 09:00

Resolute Now Owns 50.1% of Fibrek

abiti122011 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.

Published in Canadian News

AbitibiBowater Inc., doing business as Resolute Forest Products, has reported net income of $23 million for the first quarter, or $0.23 per share, on sales of $1.1 billion. This compares with net income of $30 million, or $0.31 per share, on sales of $1.2 billion in the first quarter of 2011.

Excluding $16 million of special items described below, net income for the quarter was $7 million, or $0.07 per share.  Net income excluding special items for the first quarter of 2011 was $10 million, or $0.10 per share.

"Our balance sheet continued to strengthen despite seasonal softness and market headwinds," said Richard Garneau, president and chief executive officer.  "We demonstrated the discipline that sets us apart by taking market-related downtime to control finished goods inventory and by advancing annual pulp mill major maintenance to the first quarter from the second."

DESCRIPTION OF SPECIAL ITEMS

Special items incurred in the first quarter of 2012, net of tax, included:

  • $15 million non-cash gain on translation of Canadian dollar net monetary assets
  • $12 million gain on disposition of assets
  • $4 million charge related to closure costs, impairment and other related charges
  • $4 million of transaction costs related to the acquisition of Fibrek
  • $3 million non-cash charge related to reorganization tax adjustments
  • Income from other items, offset by a severance charge and post-emergence costs

Special items incurred in the first quarter of 2011, net of tax, included:

  • $29 million non-cash gain on translation of Canadian dollar net monetary assets
  • $10 million non-cash income related to reorganization tax adjustments
  • $9 million charge related to closure costs, impairment and other related charges
  • $8 million charge for post-emergence costs
  • $3 million severance charge
  • $1 million income, net, from a gain on disposition of assets, a charge for inventory write-downs and other income

Non-GAAP financial measures, such as adjustments for special items, are reconciled below.

SEGMENT DETAILS

Newsprint

The newsprint segment generated operating income of $21 million, a $5 million decrease from the fourth quarter of 2011.  The decrease reflects a 9% seasonal reduction in shipments and the stronger Canadian dollar, largely offset by lower input costs, mainly recovered paper and power.  The average transaction price remained unchanged and inventories were stable as the Company took 85,000 metric tons of production downtime.

Coated Papers 

Operating income in the coated papers segment was $14 million lower in the first quarter than in the previous quarter, resulting in an operating loss of $1 million. Shipments were stable but the average transaction price declined approximately $30 per short ton on weaker market conditions.  Costs increased by $56 per short ton, primarily as a result of the annual maintenance outage in Catawba, South Carolina.

Specialty Papers

The specialty papers segment generated operating income of $15 million, down from $24 million in the previous quarter.  Shipments were down 13% from the seasonally stronger fourth quarter and operating costs were higher due to a stronger Canadian dollar, offset in part by lower maintenance costs.  The average transaction price remained stable, notwithstanding a decline in market demand to which the Company responded with approximately 36,000 metric tons of production downtime.

Market Pulp

Operating loss in the market pulp segment was $21 million, compared to operating income of $12 million in the previous quarter. The average transaction price continued its downward trend, falling another $38 per metric ton in the first quarter.  Results also included an $11 million charge for annual maintenance outages at two mills, including one advanced from a later quarter in light of softer demand.  Shipments were essentially unchanged from the fourth quarter as the Company took production downtime of over 77,000 metric tons.

Wood Products

The wood products segment reported an operating loss of $6 million in the first quarter, compared to a loss of $5 million in the fourth quarter. Shipments decreased by 8% over the same period, offsetting the $24 increase in average transaction price.

Corporate

Operating income in the corporate segment included a $9 million refund of certain group benefit premiums paid in prior years.

OUTLOOK

"Our outlook for newsprint remains the same: despite modest secular decline in North America, we expect stable pricing, with continued weakness in Asian and European markets as long as the combination of lower ONP prices, a strong U.S. dollar and weaker euro continues," said Mr. Garneau.  "We remain somewhat cautious in our outlook for pulp over the balance of the year, and we plan to complete the bulk of annual pulp mill maintenance in the second quarter.  Pricing pressure in the specialty grades is building as a result of weak demand, especially in high gloss grades, but we expect the coated segment to recover as a result of recent price increase announcements by us and a number of our competitors.  For their part, lumber markets are starting to reflect the gradual improvement in U.S. housing starts." 

Published in Financial News

Resolute Forest Products and National Envelope have announced a unique partnership that will provide customers with an expanded portfolio of solutions, including folio-size sheets using Resolute's innovative, high-yield, sustainable paper. This alliance is an integral part of both companies' continued emphasis on providing customers with industry-leading eco-friendly solutions.

Resolute recently launched Align™, its family of high-opacity, high-bulk, environmentally responsible papers that can be used as alternatives to chemical pulp coated and uncoated freesheet in most commercial printing applications. When compared to traditional offset papers, Align grades deliver a smaller environmental footprint and greater cost savings to customers.

When comparing the overall product life cycle, Align grades have less impact on the environment than traditional freesheet papers, including a carbon footprint that is from 35% to 85% smaller than that of the average freesheet grade. Furthermore, thanks to its higher bulk and opacity at a lower basis weight, customers receive all the printability they expect, but at a lower cost. Based on their needs, Align customers can either pay less for paper, pay less for postage, or print and mail more at the same cost.

"Through this partnership with National Envelope, even more end-users - including those supplied by sheet-fed printers - can benefit from the environmental and economic savings that the Align paper line brings," stated Richard Garneau, President and Chief Executive Officer of Resolute Forest Products. "This effort fits with Resolute's goal of helping more customers reduce their own environmental footprint."

"As National Envelope continues to evolve, this is a strategic milestone toward transforming into a more diversified sustainability-oriented supplier," said Ken Winterhalter, Chief Executive Officer of National Envelope. "This partnership will enable more customers to have access to environmental solutions without having to pay a premium."

To learn more about Resolute's Align papers or to order samples, please visit www.alignpaper.com

Published in Canadian News

AbitibiBowater Inc., doing business as Resolute Forest Products, has announced that all applicable conditions to its offer for Fibrek Inc. have been satisfied and that it has taken up and accepted for payment the 60,831,859 shares deposited as of 11:59 p.m. on April 11.  The tendered shares represent approximately 46.8% of the currently outstanding Fibrek shares.  As aggregate consideration for the shares, Resolute will distribute approximately 1.7 million newly-issued shares of its common stock and CAD$33.5 million in cash through RFP Acquisition Inc., a wholly-owned subsidiary.

The Company also announced that the Bureau de révision et décision (Québec) has issued an order to cease trade, effective immediately, Fibrek's second shareholder rights plan, which its board adopted on April 11.

In addition, in order to allow additional Fibrek shareholders to participate, the Company announced that it has extended to 5:00 p.m. on April 23 the expiry time for its offer.  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.

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 23, 2012, unless it is extended by Resolute.

Published in Canadian News

AbitibiBowater Inc., doing business as Resolute Forest Products has announced that it has reduced to 59,502,822 shares the minimum tender condition of its offer to acquire all of the issued and outstanding shares of Fibrek Inc. Presently, 59,502,822 Fibrek shares are committed to Resolute's offer pursuant to the previously disclosed lock-up agreements, representing approximately 45.7% of shares currently outstanding. The Company also announced that it has extended the expiry time of its offer to 11:59 p.m. on April 11.

As of the close of business on March 30, approximately 60.3 million common shares of Fibrek had been deposited to Resolute's offer, representing approximately 46.4% of the currently outstanding shares.

In the event that the cease trade order imposed by the Bureau de décision et de révision (Québec) relating to the special warrants is not in full force and effect at the expiry time, the minimum tender condition will instead be 81,197,780 Fibrek shares. "Special warrants" refers to the Fibrek securities issuable to Mercer International Inc. (Nasdaq: MERC) (TSX: MRI.U), as disclosed by Fibrek and Mercer on February 10.

The Company also announced that on Friday, March 30, the Ontario Securities Commission dismissed Mercer's application for a hearing to cease trade the Company's offer for Fibrek. Resolute intends to vigorously contest Mercer's parallel application before the Bureau de décision et de révision (Québec) during a hearing scheduled for April 2.

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 11:59 p.m. (Eastern Time) on April 11, 2012, unless it is extended or withdrawn by Resolute.

Published in Canadian News

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.

Published in Canadian News

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.


Published in Canadian News
Page 8 of 10