Displaying items by tag: Resolute Forest Products

Fibrek's board of directors has rejected the unsolicited bid from Resolute Forest Products (formerly AbitibiBowater) and taken steps to buy it time to fight the hostile bid.

The Quebec-based pulp producer has adopted a shareholder rights plan and is obtaining an independent valuation of its common shares.

Because Resolute is Fibrek's largest supplier of wood chips, and Fairfax Financial Holdings is the largest shareholder in both companies, the board of Fibrek says it is in the best interest of shareholders to get a formal valuation.

"We strongly advise our shareholders not to tender their shares for the insider bid, and not to take any action before the formal valuation is completed and publicly disclosed," says Hubert Lacroix, chairman of the board of Fibrek.

The Fibrek board has taken steps to solicit competing offers and evaluate strategic alternatives.

Resolute spokesperson Seth Kursman told Canadian Press that his company, in turn, is reviewing Fibrek's response to its bid.

According to CP, the acquisition of Fibrek's St. Felicien, Que., mill would increase Resolute's bleached kraft pulp capacity by about 35%.

AbitibiBowater Inc., doing business as Resolute Forest Products ("Resolute"),  has announced that it has formally commenced its offer to purchase all the issued and outstanding common shares of Fibrek Inc.(the "Offer"). 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 (collectively, the "Offer Documents") the Company is filing today on the Canadian Securities Administrators' website ("SEDAR").

As disclosed on November 28, 2011, holders of common shares of Fibrek will have the opportunity to elect to receive, for each share:

Based on Fibrek's most recent publicly disclosed number of 130,075,556 issued and outstanding Fibrek common shares, the maximum amount of cash consideration available under the Offer is C$71,541,556 and the maximum number of shares of Resolute common stock available to be issued under the Offer is 3,694,146.

As of November 28, 2011, the date on which Resolute announced its intention to make the Offer, the Offer price represented a premium of approximately 39% over the closing price of Fibrek's Shares on that date, and a premium of approximately 31% over the volume weighted average trading price of the shares on the Toronto Stock Exchange for the 20 trading days ending on that date. The acquisition of Fibrek will allow Resolute to expand its market pulp business and provide greater overall balance to its product offering. The Offer provides an opportunity for Fibrek shareholders to elect immediate liquidity or choose to participate in the future of Resolute, a financially strong company with a diversified asset and product base.

The Offer will expire at 5:00 p.m. (Eastern Standard Time) on January 20, 2012, unless it is extended or withdrawn by Resolute.

The Offer is subject to certain conditions including, among others, a 66⅔% minimum tender condition, waiver or termination of all rights under any shareholder rights plan(s), 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.

Resolute is also filing today with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 to register the Resolute shares that may be issued pursuant to the Offer. The registration statement has not yet become effective. Resolute may not complete the Offer and issue the Resolute shares until the registration statement is effective.

Resolute has requested Fibrek's shareholder lists in order to distribute the Offer Documents to Fibrek's shareholders. Once it receives the lists, which, pursuant to applicable law, are due within 10 days of the request, Resolute will mail the documents to Fibrek shareholders and will furnish them to brokers, dealers, banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the lists.

Resolute has retained BMO Capital Markets to act as dealer manager for the Offer in Canada. Resolute has also engaged Georgeson Shareholder Communications Canada Inc. to act as information agent for the Offer and Canadian Stock Transfer Company Inc. (acting as administrative agent for CIBC Mellon Trust Company) to act as depositary and exchange agent for the Offer. Norton Rose OR LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are advising Resolute with respect to the Offer.

Resolute Forest Products has issued its 2010 Sustainability Report, reviewing Company performance in key areas such as environmental impact, stakeholder engagement, product stewardship, fiber sourcing, community relations, human resources, and health and safety.

This year's report is the first prepared by the Company using the G3 guidelines of the Global Reporting Initiative (GRI), one of the world's most broadly accepted standards for accountable and transparent sustainability reporting.

"I'm proud of how far Resolute has progressed in becoming a stronger, more sustainable organization, but we know we need to keep doing better year after year," said Richard Garneau, President and Chief Executive Officer. "By focusing on the three pillars of sustainability - environmental, social and economic - we will improve our competitiveness, enhance our reputation and be an environmental supplier of choice. And GRI reporting provides a framework to improve the accountability and transparency of our approach to sustainability."

In preparing the report, Resolute conducted an extensive analysis to identify sustainability issues deemed most important by stakeholders. While the analysis found that overall Company performance has been improving steadily over the years, further action was required to manage some key issues. To address these matters, the report includes a series of sustainability commitments to be tackled by the Company, including among others:

• Climate Change: achieve a 65% absolute reduction in scope 1 and 2 greenhouse gas emissions by 2015 over the 2000 base year.
• Forestry and Fiber: increase Forest Stewardship Council (FSC) certification of managed woodlands from 18% in 2010 to 80% by 2015.
• Health and Safety: reduce the Occupational Safety and Health Administration (OSHA) incident rate to 1.0 or below, with the ultimate goal of zero incidents, zero injuries throughout the Company.
• Employees: successfully ensure the next generation of the Company's workforce, with the goal of recruiting between 2,500 and 3,500 employees over the next three years.
• Communities: rebuild strong relationships in operating communities.

For a copy of the report and for more information on Resolute Forest Products' approach to sustainability, visit the Company's website at www.resolutefp.com/publications.

Resolute Forest Products ("Resolute") has announced that it intends to make a formal take-over bid to acquire all of the issued and outstanding common shares (the "Common Shares") of Fibrek Inc. ("Fibrek", TSX: FBK).

"The acquisition of Fibrek is consistent with our strategy," stated Richard Garneau, President and Chief Executive Officer. "As we continue to focus on building a sustainable and profitable Company, growth in expanding global pulp markets is the right move, at the right time, for Resolute Forest Products. The range of optimization opportunities that we expect from this acquisition will, over time, deliver increased value to our shareholders."

The offer would contemplate that holders of Fibrek shares could elect to receive, for each Fibrek share:

• Cash and Share Option: C$0.55 in cash and 0.0284 of a Resolute share
• Cash Only Option: C$1.00 in cash (subject to proration, as described below)
• Shares Only Option: 0.0632 of a Resolute share (subject to proration, as described below)

The maximum amount of cash available will be approximately C$71.5 million and the maximum number of Resolute shares to be issued will be approximately 3.7 million shares. For purposes of calculating the applicable proration, the maximum cash available and the maximum shares available will first be reduced by the amounts necessary to fully satisfy the Cash and Share Option. The Cash Only Option and the Shares Only Option will each be subject to proration in the event aggregate elections exceed the remaining cash or the remaining shares, respectively.  If proration applies, the remaining consideration will be delivered in Resolute shares if the Cash Only Option is prorated, or in cash if the Shares Only Option is prorated.

The offer will contain customary conditions for transactions of similar nature, including, among others, a 66⅔% minimum tender condition, waiver or termination of all rights under any shareholder rights plan(s), 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.

Resolute has entered into lock-up agreements (the "Lock-up Agreements") with three significant shareholders of Fibrek, including Fairfax Financial Holdings Limited and Pabrai Investment Funds, holding, directly or indirectly, an aggregate of 59,502,822 Fibrek shares (representing approximately 46% of Fibrek's issued and outstanding Common Shares). Under the Lock-up Agreements, each of the locked-up shareholders has agreed to tender, or cause to be tendered, all of its Fibrek Common Shares to Resolute's offer, subject to certain conditions. The Lock-up Agreements provide, among other provisions, that Resolute commence a formal take-over bid on or before December 30, 2011, provided certain conditions are satisfied, including there not having occurred any material adverse change with respect to either Resolute or Fibrek. Under the Lock-up Agreements, which are being filed with the U.S. Securities and Exchange Commission (the "SEC"), also available on the Canadian SEDAR filing system, the Locked-up Shareholders have no ability to withdraw any Fibrek Common Shares to tender to or facilitate any competing transaction.

The offer represents a premium of approximately 39% over the closing price of Fibrek's shares on November 28, 2011, and a premium of approximately 31% over the volume-weighted average trading price of the shares on the TSX for the 20 trading days ending on that date.

Full details of the offer will be included in the formal offer and the take-over bid circular to be filed with the securities regulatory authorities and mailed to Fibrek shareholders.

Based on Fibrek's public disclosure, it has 130,075,556 issued and outstanding Common Shares (on a non-diluted basis), valuing the offer at approximately C$130 million, or approximately US$126 million. Resolute currently owns no Fibrek Common Shares.

BMO Capital Markets is acting as financial advisor to Resolute, while UBS is acting as financial advisor to a special independent committee of the Board of Resolute.

World Wildlife Fund (WWF) is pleased to welcome Resolute Forest Products (NYSE: ABH) (TSX: ABH), an organization committed to sustainability leadership as the newest member of its prestigious Climate Savers program (www.wwf.ca/about_us/business/climate_savers).

As part of their commitment to this partnership, Resolute Forest Products has pledged to reduce their absolute greenhouse gas (GHG) emissions by 65 per cent by 2015 below 2000 levels.

Resolute's decision to join WWF Climate Savers commits the Company to fully confront the GHG impacts throughout the complete corporate value chain, looking at emissions both upstream and downstream of its pulp and paper and wood products operations. It also includes a commitment to work with key suppliers to assess and reduce their own contributions to carbon emissions throughout the supply chain.

"Resolute wanted to make a bold statement to our employees, our business partners and the market that we take our responsibility for preventing climate change seriously," stated Richard Garneau, President and Chief Executive Officer. "Delivering on the commitments made through this partnership will be challenging, but will also make us a cleaner and more efficient company - focused on a balanced approach to the environmental, social and economic triple bottom line."

"Climate change is the greatest threat to our planet and the commitment of Climate Savers companies like Resolute is critical to answering that threat," said Gerald Butts, President and Chief Executive Officer, WWF.  "We hope that Resolute's leadership will inspire other companies to take action in protecting the future of our living planet."

Between 2000 and 2010, Resolute has reduced its emissions by 57%. As part of its Climate Savers partnership, Resolute is committed to reducing its emissions by an additional 8% by 2015. The total impact of Resolute's GHG reductions from 2000 and throughout this agreement would be equivalent to taking 1,273,000¹ cars off the road.

As part of its agreement to join the program, Resolute has committed to:

• Achieve a 65% absolute reduction in identified GHG emissions by 2015 compared to 2000;
• Increase Forest Stewardship Council (FSC) forest certification of managed forests from 18% in 2010 to 80% by 2015;
• Obtain third-party chain of custody certification by 2012 at all North American pulp and paper mills and wood products facilities under Company management;
• Develop and offer products with lower GHG footprints to help Resolute's customers reduce their own GHG emissions;
• Work with key suppliers to evaluate and address their own GHG emissions and complete work with our ten most significant suppliers by 2015;
• Comply with the Greenhouse Gas Protocol's third-party accounting and reporting standard for scope 3 emissions reporting by 2015;
• Develop tools to track GHG emissions from the transportation of Company products;
• Implement tracking systems for forest biomass used for energy purposes; and
• Find ways to improve the Company understanding of the impact of its forest management activities on carbon emissions and sequestration in the forest.

WWF's Climate Savers program was founded in 1999 to engage businesses in establishing ambitious greenhouse gas reduction targets and voluntarily and creatively working to reduce emissions. By increasing efficiency, Climate Savers companies are saving hundreds of millions of dollars, proving that protecting the environment is sound business practice.

WWF
WWF is creating solutions to the most serious conservation challenges facing our planet, helping people and nature thrive. www.wwf.ca

Resolute Forest Products, formerly doing business as AbitibiBowater, today began the rollout of its new Company name and identity. When communicating in French, the Company is using the name Produits forestiers Résolu.

"The launch of our new identity, Resolute Forest Products, underscores our forward momentum," stated Richard Garneau, President and Chief Executive Officer. "Our 10,000 employees are united and ready to deliver on Resolute's vision of continued sustainability and profitability."

The Company's new name and associated visual identity now appears on all marketing materials and communications. AbitibiBowater Inc. and its subsidiaries will not change their legal entity names until the Company obtains shareholder approval, as required by law, at its 2012 annual general meeting.

For Resolute's customers, suppliers and other stakeholders little will change beyond how the Company refers to itself. Until the Company obtains shareholder approval to change its legal entity names, the new Company name will not be used on invoices, checks, contracts, product names, Company stocks and stock market listings.

"Resolute is well-positioned for the long term," continued Garneau. "To remain competitive, we must anticipate and respond swiftly to market developments by continuously leveraging operating efficiencies and being opportunistic about investments and realistic when faced with difficult choices."

The Resolute Forest Products logo calls to mind the forest in which the Company works, the paper and lumber products it manufactures, and the modern and dynamic nature of the organization. Paper products are reflected in the half-circle of the "R", symbolizing a paper roll, as well as in the folds within the logo. The rectangular and triangular shapes, in the legs of the "R", represent pulp bales, wood products and forestry. Through the use of green as a primary color, the design also depicts the Company's determination to be a profitable business, committed to sustainability.

AbitibiBowater has announced that it will change the Company name to Resolute Forest Products as of November 7, 2011.

"We are changing our name to Resolute Forest Products to better reflect the fundamental characteristics of the Company we are today, including our determination, strength and resolve to be a profitable, sustainable organization," stated Richard Garneau, President and Chief Executive Officer. "With our competitive cost structure, diversified revenue base and strong balance sheet, we are well-positioned for the long term."

The Company identity change follows an initiative, launched in April 2011, in which employees were invited to suggest a new name for the Company. An internal selection committee and the Executive Team chose Resolute Forest Products from among approximately 1,400 employee submissions.

"This identity change serves as an opportunity to reposition the Company and to redefine ourselves with customers, shareholders and the communities in which we live and work," continued Garneau.

On November 7, 2011, the Company will begin using Resolute Forest Products and related visual identity on its marketing materials, website, signage and other communications. When communicating in French, the Company will use the name Produits forestiers Résolu. Prior to the November launch, the Company will continue to be referred to as AbitibiBowater.

While the Company will be doing business as Resolute Forest Products as of November 7, AbitibiBowater Inc. and its subsidiaries will not change their legal entity names until the Company obtains shareholder approval as required by law. The Company will seek formal shareholder approval at its 2012 Annual General Meeting.

For customers, suppliers and other stakeholders with whom the Company interacts, little will change beyond how the Company will refer to itself and its products. The Company will operate "business as usual" with respect to invoicing, payments, contracts, Company stocks and stock market listings. AbitibiBowater will work to ensure the transition to the new identity is as smooth and seamless as possible for all its stakeholders.

The Resolute Forest Products logo calls to mind the forest in which the Company works, the paper and lumber products it manufactures, and the modern and dynamic nature of the organization. Paper products are reflected in the half-circle of the "R", symbolizing a paper roll, as well as in the folds within the logo. The rectangular and triangular shapes, in the legs of the "R", represent wood products and forestry. Through the use of green as a primary color, the design also depicts the Company's determination to be a profitable business, committed to sustainability.

AbitibiBowater and other member companies of the Forest Products Association of Canada, as well as a number of environmental organizations, are partners in the Canadian Boreal Forest Agreement. The group works to identify solutions to conservation issues that meet the goal of balancing the three pillars of sustainability linked to human activities: economic, social and environmental.