Fibrek asks Supreme Court of Canada for expedited process - Board of directors fighting for the right of its shareholders to benefit from a superior offer
TSX:
FBK
fibrek.com
MONTREAL, April 5, 2012 /CNW Telbec/ - Fibrek Inc. ("Fibrek" or the "Company") announced today that it has filed a motion with the Supreme Court of Canada seeking permission for an expedited process to hear both an application for leave to appeal and the appeal itself, if leave is granted, of the Québec Court of Appeal's decision to maintain 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 International Inc. ("Mercer").
Further to the announcement by AbitibiBowater Inc. (doing business as Resolute Forest Products) ("Abitibi") that it has reduced to 59,502,822 shares its minimum tender condition and extended its unsolicited insider bid to April 11, 2012, the Board of Directors of Fibrek is continuing to vigorously defend the rights of its minority shareholders to benefit from the superior $1.30 offer from Mercer. The Board of Directors continues to unanimously recommend that shareholders ACCEPT and TENDER their common shares to Mercer's $1.30 offer. The superior Mercer offer represents a 30% premium over Abitibi's unsolicited insider bid.
As previously announced, Mercer has filed an application before the Bureau de décision et de révision (Quebec) for a "cease trade" order and/or other appropriate relief with respect to the unsolicited insider bid made by Abitibi for the shares of Fibrek. This application is currently pending.
Fibrek reminds shareholders that 45.7% of Fibrek shares are subject to lock-up agreements, which expire on April 13, 2012, in favour of Abitibi and that as of March 30, 2012, only 46.4% of the outstanding Fibrek shares had been deposited to the Abitibi unsolicited insider bid.
The superior Mercer offer at $1.30 was launched on February 29, 2012 and will remain open until 5:00 p.m. (Eastern Time) on April 6, 2012. Mercer has the obligation to extend the Mercer offer to a date that is at least 3 business days later than either (i) any extended expiry date of the Abitibi unsolicited insider bid, or (ii) the date at which the lock-up agreements in favour of Abitibi terminate in accordance with their terms.
The Board also recommends that shareholders REJECT and NOT TENDER their common shares to Abitibi's $1.00 unsolicited insider bid. If shareholders have tendered their shares to the Abitibi insider bid, the Board recommends that they WITHDRAW them immediately.
The Support Agreement, the Special Warrant Agreement and the Directors' Circular in respect of the Mercer offer have been filed and 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 [email protected].
About Fibrek
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.
Forward-Looking Statements
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.
Investor Relations:
Patsie Ducharme 514 871-0550
Vice President and Chief Financial Officer
Media Relations:
Lyla Radmanovich 514 843-2336
NATIONAL Public Relations
Dany Paradis 514 871-0550
Vice President, Change Management and Supply Chain
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