Resolute Reaffirms its Offer for Fibrek Inc.

Resolute Reaffirms its Offer for Fibrek Inc.

PR Newswire

MONTREAL, Jan. 9, 2012 /PRNewswire/ – AbitibiBowater Inc., doing
business as Resolute Forest Products (“Resolute”) (NYSE: ABH) (TSX:
ABH), today announced that it would issue a notice of variation to the
offer circular and other ancillary documentation in connection with its
outstanding offer to acquire Fibrek Inc. (Fibrek, TSX: FBK). The notice
of variation will describe certain changes to the offer documents,
including the registration statement filed with the U.S. Securities and
Exchange Commission (“SEC”), the sole purpose of which are to address
comments from the SEC in its customary review process. From the
perspective of Fibrek’s shareholders, the terms of the offer are
substantially consistent with the original offer.

“We are committed to move forward and are addressing one of the
regulatory steps in our offer to purchase Fibrek,” said Richard
Garneau
, President and Chief Executive Officer. “We also acknowledge
Fibrek’s directors’ circular filed on SEDAR on December 30. It does not
change our firm belief that the offer we announced on November 28th presents Fibrek’s shareholders with a compelling opportunity. The fact
that three of their largest individual shareholders, representing
approximately 46% of the outstanding shares, have agreed to tender
their shares to our offer supports that belief.”

Fibrek shareholders should consider the following factors in making
their decision to accept the offer:

  • 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 committed to continue improving its flexible, low-cost manufacturing
    position;
  • 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.

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 the Company filed on
December 15, 2011, on the Canadian Securities Administrators’ website
(“SEDAR”), as amended on January 9, 2012. 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 the shareholder rights plan, 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.

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 askus@georgeson.com.

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. Resolute has filed with the SEC a registration
statement on Form S-4, as amended, in connection with the proposed
transaction with Fibrek. INVESTORS AND SECURITY HOLDERS OF RESOLUTE AND FIBREK ARE URGED TO READ
THESE DOCUMENTS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND
ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE 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 are available free of charge through the
web site maintained by the SEC at
www.sec.gov, by calling the SEC at telephone number 800-SEC-0330, on SEDAR at www.sedar.com or on Resolute’s website at www.resolutefp.com.

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.
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 Stock 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 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 and Resolute’s other filings
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. 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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