Fibrek Board continues to urge shareholders to REJECT the Abitibi insider bid and to TENDER to the increased Mercer offer
MONTREAL, April 11, 2012 /CNW Telbec/ - Fibrek Inc. ("Fibrek" or the "Company") confirmed today that the Bureau de décision et de révision (Québec) (the "BDR"), the administrative tribunal with statutory jurisdiction in securities law and regulatory matters in the Province of Québec, issued an order to cease trade Fibrek's new shareholder rights plan (the "Rights Plan"), adopted on April 11, 2012, effective immediately. Fibrek intends to appeal the BDR's decision before the Court of Québec as soon as possible.
As previously disclosed, Fibrek announced today that Mercer International Inc. ("Mercer") has increased the consideration offered to Fibrek shareholders under its offer to purchase all of the issued and outstanding common shares of Fibrek from $1.30 to $1.40 (the "Increased Mercer Offer"), which represents a 40% premium over the unsolicited insider bid made by AbitibiBowater Inc. (carrying on business as Resolute Forest Products) ("Abitibi").
Fibrek also announced today that the Supreme Court of Canada has granted Fibrek's request to expedite the application for permission to appeal 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. The Board of Directors strongly recommends that shareholders defer making any decision until the Supreme Court of Canada's decision with respect to the Private Placement is rendered, in order to benefit from the superior $1.40 offer from Mercer.
As such, the Board urges shareholders to REJECT and NOT TENDER to the Abitibi unsolicited insider bid and to TENDER to the Increased Mercer Offer.
A notice of change, variation and extension setting forth details of the Increased Mercer Offer will be mailed to shareholders and will be available on SEDAR at www.sedar.com in due course. The Support Agreement, the Special Warrant Agreement and the Directors' Circular in respect of the Mercer offer is 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 Increased 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].
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 Increased Mercer Offer, the possible effect of Abitibi's unsolicited offer and the Increased 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 Increased Mercer Offer is subject to a number of terms and conditions. The conditions to the Increased 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 Increased Mercer Offer could be terminated. Failure to complete the Increased 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:
Vice President and Chief Financial Officer
NATIONAL Public Relations
Vice President, Change Management and Supply Chain