Resolute Forest Products to Commence Take-Over Bid to Acquire Fibrek Inc.

Resolute Forest Products to Commence Take-Over Bid to Acquire Fibrek Inc.

PR Newswire

ABH (NYSE, TSX)

Transaction Highlights

  • Offer will be C$1.00 per share of Fibrek: C$0.55 in cash and 0.0284 of a
    Resolute Forest Products common share

  • Shareholders holding approximately 46% of Fibrek have committed to
    tender their shares

  • The offer represents a 39% premium to today’s Fibrek closing price

  • Acquisition will increase the Company’s capacity in growing pulp markets
    and provides opportunities for operational optimization

MONTREAL, Nov. 28, 2011 /PRNewswire/ – Resolute Forest Products
(“Resolute”) announced today 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.

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. This press release relates to a transaction with
Fibrek proposed by Resolute, which may become the subject of a
registration statement filed with the SEC. This material is not a
substitute for the prospectus/proxy statement Resolute would file with
the SEC regarding the proposed transaction or for any other document
which Resolute may file with the SEC and send to Resolute or Fibrek
shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF RESOLUTE AND FIBREK ARE URGED TO READ
ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Such documents would be available free of charge through the website
maintained by the SEC at www.sec.gov or by calling the SEC at telephone number 800-SEC-0330. The offer to
purchase and take-over bid circular and these other documents may also
be obtained for free, once they have been mailed, on Resolute’s website
at www.resolutefp.com.

All information in this press release concerning Fibrek, including its
business, operations and financial results, was obtained from public
sources. While Resolute has no knowledge that any such information is
inaccurate or incomplete, Resolute has not had the opportunity to
verify any of that information.

About Resolute Forest Products

Resolute is a global leader in the forest products industry with a
diverse range of products, including newsprint, commercial printing
papers, market pulp and wood products. Resolute owns or operates 18
pulp and paper mills and 23 wood product facilities in the United
States
, Canada and South Korea. Marketing its products in close to 90
countries, Resolute has third-party certified 100% of its managed
woodlands to sustainable forest management standards. The shares of
Resolute trade under the stock symbol ABH on both the New York Stock
Exchange and the Toronto Stock Exchange.

Resolute 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 equally the three pillars of sustainability linked to human
activities: economic, social and environmental. Resolute is also a
member of the World Wildlife Fund’s Climate Savers program, in which
businesses establish ambitious targets to voluntarily reduce greenhouse
gas emissions and work aggressively toward achieving them.

Cautionary Statements Regarding Forward-looking Information

Statements in this press release that are not reported financial results
or other historical information of AbitibiBowater Inc., doing business
as Resolute Forest Products, are “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995.
They include, for example, statements relating to Resolute’s intention
to make a formal offer to acquire Fibrek and the benefits resulting
from this offer. Forward-looking statements may be identified by the
use of forward-looking terminology such as the words “should”, “would”,
“could”, “will”, “may”, “expect”, “believe”, “anticipate”, “attempt”,
“project” and other terms with similar meaning indicating possible
future events or potential impact on Resolute’s business or
shareholders, including future operations following the proposed
acquisition of Fibrek.

The reader is cautioned not to place undue reliance on these
forward-looking statements, which are not guarantees of future
performance. These statements are based on management’s current
assumptions, beliefs and expectations, all of which involve a number of
business risks and uncertainties that could cause actual results to
differ materially. The potential risks and uncertainties that could
cause Resolute’s actual future financial condition, results of
operations and performance to differ materially from those expressed or
implied in this press release include, but are not limited to, Resolute
common shares issued in connection with the proposed acquisition may
have a market value lower than expected, the businesses of Resolute and
Fibrek may not be integrated successfully or such integration may be
more difficult, time-consuming or costly than expected, the expected
combination benefits and synergies and cost savings from the
Resolute/Fibrek transaction may not be fully realized or not realized
within the expected time frame, the possible delay in the completion of
the steps required to be taken for the eventual combination of the two
companies, including the possibility that approvals or clearances
required to be obtained from regulatory and other agencies and bodies
will not be obtained in a timely manner, disruption from the proposed
transaction making it more difficult to maintain relationships with
customers, employees and suppliers, and all other potential risks and
uncertainties set forth under the heading “Risk Factors” in Part I,
Item 1A of Resolute’s annual report on Form 10-K for the year ended
December 31, 2010, as updated in Part II, Item 1A of Resolute’s
quarterly report on Form 10-Q for the period ended September 30, 2011,
filed with the SEC, Resolute’s other filings with the Canadian
securities regulatory authorities and Fibrek’s Management Discussion
and Analysis for the year ended December 31, 2010, filed with the
Canadian securities regulatory authorities.

All forward-looking statements in this press release are expressly
qualified by the cautionary statements contained or referred to above
and in Resolute’s other filings with the SEC and the Canadian
securities regulatory authorities and Fibrek’s filings with the
Canadian securities regulatory authorities. Resolute disclaims any
obligation to publicly update or revise any forward-looking
information, whether as a result of new information, future events or
otherwise, except as required by law.

SOURCE RESOLUTE FOREST PRODUCTS

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