AbitibiBowater Inc. : Resolute Reduces Minimum Tender Condition to 50.01% and Extends its Offer for Fibrek to April 2
03/20/2012| 06:30pm US/Eastern
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MONTREAL, March 20, 2012 /PRNewswire/ - AbitibiBowater Inc., doing
business as Resolute Forest Products ("Resolute") (NYSE: ABH) (TSX:
ABH), today 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:
o there is a decision of the Québec Court of Appeal reinstating the
cease trade order with respect to the special warrants; and
o 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unless it is extended or withdrawn by Resolute.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.
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 Forest Products 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. The Company
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
more than 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: environmental social and economic. 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" and 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 safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 do not apply to any
forward-looking statements made in connection with an exchange offer.
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, 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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