Displaying items by tag: Fibrek

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 4,762,192 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 14, Resolute holds approximately 74.56% of the currently outstanding Fibrek shares. As aggregate consideration for the shares taken up today, Resolute will distribute approximately 135,000 newly-issued shares of its common stock and CAD$2.6 million in cash through RFP Acquisition Inc., a wholly-owned subsidiary.

The Resolute offer expired 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 transaction to be approved by Fibrek's shareholders at a special meeting of shareholders to be convened and held for such purpose.

 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. (Nasdaq:MERC) (TSX:MRI.U) ("Mercer") announced that its offer (the "Offer") for all of the common shares (the "Fibrek Shares") of Fibrek Inc. ("Fibrek") expired on April 27, 2012 (the "Expiry Time").

The Offer was conditioned upon, among other things, at least 50.1% of the outstanding Fibrek Shares, on a fully-diluted basis, having been tendered thereunder, which was not met as of the Expiry Time. Accordingly, Mercer and MERC Acquisition Inc. will not acquire any Fibrek Shares that were tendered under the Offer.

In connection with the foregoing, the Support Agreement between Mercer and Fibrek dated February 9, 2012, as amended, has been terminated. All Fibrek Shares that were previously tendered under the Offer and not withdrawn will be returned promptly.

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.

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%.