Fibrek shareholders urged to continue to tender to superior $1.40 Mercer offer
MONTREAL, April 24, 2012 /CNW Telbec/ - The Fibrek Inc. ("Fibrek" or the "Company") Board of Directors continues to recommend that shareholders TENDER to the superior $1.40 offer made by Mercer International Inc. ("Mercer") which will be open for acceptance until 11:59 on April 27, 2012. The increased consideration of the Mercer offer represents a 40% premium over the AbitibiBowater Inc. (doing business as Resolute Forest Products) ("Abitibi") unsolicited insider bid. As of April 11, almost 25% of Fibrek shares had already been tendered to Mercer's superior offer, representing approximately half of Fibrek's minority shareholders.
On April 12, Abitibi announced that it was taking up and accepting for payment 60,831,859 Fibrek shares, representing 46.8% of outstanding Fibrek shares. At this time, Abitibi also extended its offer until April 23 in an effort to move closer to carrying out a second step transaction to privatize Fibrek. It is important to note that for Abitibi to successfully privatize the Company at $1.00 per share, an affirmative vote of a minimum of 66 2/3% of all Fibrek shareholders is required.
After extending its bid for the eighth time now, Abitibi has once again made little to no progress convincing Fibrek minority shareholders, who collectively own more than 50% of the Company, to tender to their inferior bid. At the close of business yesterday, Abitibi announced that it had taken up and accepted for payment 2,664,351 shares of Fibrek, bringing Abitibi's holdings from 46.8% to only approximately 48.8%. In effect, only an additional 2% of Fibrek shares have been tendered to Abitibi's inferior bid.
As such, Fibrek's Board of Directors continues to unanimously recommend that shareholders ACCEPT and TENDER their common shares to the Mercer offer, which only requires that 50.1% of common shares be tendered in order to succeed and provides shareholders with more value for their investment in the Company. In addition, the terms of the support agreement between Fibrek and Mercer provide that Mercer will extend its offer to a date that is at least 3 business days later than any extended expiry date of the Abitibi unsolicited insider bid.
The Board also recommends that shareholders continue to REJECT and NOT TENDER to the Abitibi unsolicited insider bid. If shareholders have already tendered their shares to the inferior Abitibi insider bid, the Board recommends that they WITHDRAW them immediately.
Fair Market Value of Fibrek Common Shares Valued at $1.25 to $1.45 as at February 3, 2012
Finally, the Board of Directors would like to remind shareholders that Canaccord Genuity Corporation ("Canaccord Genuity") conducted a formal valuation of Fibrek's common shares. In Canaccord Genuity's opinion, the fair market value of a common share of Fibrek is in the range of $1.25 to $1.45 as at February 3, 2012. This formal valuation was mandated by the Board and complies with the requirements of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions with respect to formal valuations. Canaccord Genuity's valuation, dated February 3, 2012, was based upon and subject to the analyses and assumptions set out therein.
Important Shareholder Information
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 to the Mercer offer, for any other inquiries regarding the Mercer offer or on how to withdraw shares tendered to the Abitibi insider 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].
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.
For further information:
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