Mercer superior $1.40 per share offer remains in force
Fibrek Board continues to urge shareholders to NOT TENDER to the unsolicited and coercive Abitibi bid
MONTREAL, April 16, 2012 /CNW Telbec/ - Fibrek Inc. (TSX: FBK) ("Fibrek" or the "Company") reminded shareholders today that the $1.40 per share offer made by Mercer International Inc. ("Mercer") remains in force and Fibrek shareholders continue to have the ability and the right to tender their shares to this superior offer. The Board of Directors of Fibrek therefore urges shareholders to REJECT and NOT TENDER to the $1.00 unsolicited insider bid made by AbitibiBowater Inc. (doing business as Resolute Forest Products) ("Abitibi") and to TENDER to the superior $1.40 offer made by Mercer. The increased consideration of the Mercer offer represents a 40% premium over the Abitibi bid.
Further to Abitibi's announcement that it has taken up and accepted for payment 60,831,859 Fibrek shares representing 46.8% of the currently outstanding Fibrek shares, Fibrek reminds shareholders that Mercer is continuing with its superior offer at $1.40 and that shareholders can still benefit from it. In addition, the superior Mercer offer only requires that 50.1% of common shares be tendered, including the common shares issuable upon the exercise of the special warrants. In addition, Mercer has the obligation to extend the Mercer offer to a date that is at least 3 business days later than any extended expiry date of the Abitibi unsolicited insider bid.
Abitibi does not control Fibrek
"Abitibi does not control Fibrek. Shareholders still have a choice," stated Hubert T. Lacroix, Chairman of the Board. There are still two offers on the table and Mercer's is vastly superior. Abitibi needs the support of over two-thirds of our shareholder base in order to privatize Fibrek and, at this point, they do not have the required support. Almost none of our minority shareholders, who collectively own more than 50% of the Company, have tendered to Abitibi's insider bid."
Pierre Gabriel Côté, President and Chief Executive Officer of Fibrek, added: "Other than the locked-up shareholders, Abitibi has made little progress convincing Fibrek shareholders that their unsolicited and coercive insider bid represents fair market value for Fibrek. Locked-up shareholders held approximately 46% of Fibrek's shares. Yet after extending its offer on seven occasions already, only 46.8% of outstanding shares have been tendered."
Despite its lack of success in convincing minority shareholders to tender, Abitibi is acting as though it is in a position of control over the affairs of Fibrek, which it is not. On April 12, Fibrek received a letter from Richard Garneau, President and Chief Executive Officer of Abitibi. In this letter, which is addressed to the Board and Management of Fibrek, Abitibi seeks to initiate discussions with Fibrek in order to appoint representatives of Abitibi on Fibrek's Board, Abitibi states that it plans on communicating with Fibrek's lenders and demands that no action out of the ordinary course of business be undertaken by the Board and Management.
Fibrek is waiting for a decision by the Supreme Court of Canada on its application for leave to appeal the Québec Court of Appeal's decision to reinstate the cease trade order of the proposed private placement (the "Private Placement") of 32,320,000 special warrants to purchase common shares of Fibrek to Mercer. It is premature for Abitibi to be requesting to initiate discussions before the Supreme Court has ruled and while another offer is still on the table. Until that issue is settled by the Supreme Court of Canada, Abitibi's percentage interest in Fibrek remains unresolved.
Abitibi has made a public statement that it intends to carry out a second step transaction to privatize Fibrek. The Board of Directors would like to clarify that for Abitibi to successfully privatize the Company at $1.00 per share, an affirmative vote of at least 66 2/3% of all Fibrek shareholders is required. This may include shares acquired by Abitibi under its unsolicited bid. As such, the Board urges shareholders to REJECT and NOT TENDER to the Abitibi unsolicited insider bid. In addition, the privatization will require the approval of Fibrek's Board of Directors. The Board does not intend to support such a transaction.
Mr. Lacroix added: "While almost none of Fibrek's minority shareholders have tendered to Abitibi's bid, as of April 11, almost 25% of Fibrek shares had been tendered to Mercer's superior offer, representing about 50% of our minority shareholders. The Board of Directors urges shareholders to continue to demonstrate their support for this superior offer and tender their shares without delay to the superior $1.40 per share Mercer offer."
The Board will continue to fulfill its fiduciary duty to act in the best interest of Fibrek at all times. As such, Fibrek has announced it will be holding its next annual meeting of shareholders on June 21, 2012. As a Fibrek shareholder, Abitibi is entitled to submit proposals to be brought before the meeting and all of Fibrek's shareholders will have the opportunity to vote on any such proposal. The Board of Directors will continue to govern itself in a manner that is respectful of the rights of all of its shareholders.
Important shareholder information
Fibrek's Board of Directors continues to unanimously recommend that shareholders ACCEPT and TENDER their common shares to the Mercer offer.
The Increased Mercer Offer will be open for acceptance until 11:59 on April 27, 2012. The Notice of Change, Variation and Extension in respect of the Increased Mercer Offer was filed and mailed on April 13, 2012 and is available on SEDAR at www.sedar.com. The Support Agreement, the Special Warrant Agreement and the Directors' Circular in respect of the Mercer offer are available at www.sedar.com under the company's profile.
For more information on how to tender Fibrek common shares, for any other inquiries regarding the Mercer offer or on how to withdraw shares tendered to the Abitibi bid, please contact Fibrek's information agent, Phoenix Advisory Partners, at 1-800-398-1129 (North American Toll Free) or via email at firstname.lastname@example.org.
Fibrek (TSX: FBK) is a leading producer and marketer of high-quality virgin and recycled kraft pulp. The company operates three mills located in Saint-Félicien, Québec, Fairmont, West Virginia, and in Menominee, Michigan with a combined annual production capacity of 760,000 tonnes. Fibrek has approximately 500 employees. The Saint-Félicien mill provides northern bleached softwood kraft pulp (product known as NBSK pulp) to various sectors of the paper industry mainly in Canada, the United States and Europe, for use in the production of specialized products. The Fairmont and Menominee mills manufacture air-dried recycled bleached kraft pulp (product known as RBK pulp) and primarily supply manufacturers of fine uncoated paper, tissue paper for commercial and industrial uses, and coated paper in the United States.
This press release contains "forward-looking statements" within the meaning of applicable securities laws. These statements can be identified by expressions of belief, expectation or intention, as well as those statements that are not historical facts and include statements concerning Fibrek's future outlook, business strategy, plans, expectations, results or actions, or the assumptions underlying any of the foregoing. Forward-looking statements can generally be identified by words such as "may", "should", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect", "outlook" and similar expressions. These statements are based on information currently available to Fibrek's management and on the current assumptions, intentions, plans, expectations and estimates of Management regarding Fibrek's future growth, results of operations, performance, business prospects and opportunities and ability to attract and retain customers as well as the economic environment in which it operates. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause actual results of Fibrek to differ materially from the conclusion, forecast or projection stated in such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to: actions taken by Abitibi or Mercer, actions taken by shareholders of Fibrek in respect of Abitibi's unsolicited offer and the Mercer Offer, the possible effect of Abitibi's unsolicited offer and the Mercer Offer on Fibrek's business, the award of a power purchase agreement to Fibrek under the new Québec Government cogeneration program, general economic conditions, pulp prices and sales volume, exchange rate fluctuations, cost and supply of wood fibre, wastepaper and other raw materials, pension contributions, competitive markets, dependence upon key customers, increased production capacity, equipment failure, disruptions of production, capital requirements and other factors referenced in Fibrek's continuous disclosure filings which are available on SEDAR at www.sedar.com. The completion of the Mercer Offer is subject to a number of terms and conditions. The conditions to the Mercer Offer may not be satisfied in accordance with their terms, and/or Mercer may exercise its termination rights under the support agreement, in which case the Mercer Offer could be terminated. Failure to complete the Mercer Offer could have a material adverse impact on the market price of Fibrek's shares. Readers should not place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of this press release and, except as required by applicable securities laws, Fibrek assumes no obligation to update or revise them to reflect new events or circumstances.
Patsie Ducharme 514 871-0550
Vice President and Chief Financial Officer
Lyla Radmanovich 514 843-2336
NATIONAL Public Relations
Dany Paradis 514 871-0550
Vice President, Change Management and Supply Chain