MONTREAL, March 22, 2012 /CNW Telbec/ - The Board of Directors of Fibrek Inc. ("Fibrek" or the "Company") urges shareholders not to take any action with respect to their Fibrek shares until the Québec Court of Appeal has rendered its decision in order to benefit from the superior $1.30 Mercer International Inc. ("Mercer") offer.
Fibrek also wishes to clarify certain matters regarding the announcement by AbitibiBowater Inc. (doing business as Resolute Forest Products) ("Abitibi") on March 20, 2012 stating that it has extended its insider bid to April 2, 2012. Abitibi also stated in this announcement that it will be able to take up all Fibrek shares deposited under its offer, provided that on April 2, 2012 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 to be issued to Mercer.
Abitibi's ability to take up any Fibrek shares on April 2, 2012 will be significantly impacted by the decision of the Québec Court of Appeal. Accordingly, shareholders should not to take any action with respect to their Fibrek shares until the Québec Court of Appeal has rendered its decision in order to benefit from the superior $1.30 Mercer offer.
Fibrek has also been notified that Fairfax Financial Holdings Limited ("Fairfax"), the largest shareholder of both Abitibi and Fibrek, has filed an application for hearing and review to the Ontario Securities Commission ("OSC") seeking to set aside the decision of the Toronto Stock Exchange (the "TSX") to approve the issuance of the special warrants and suspend the decision of the TSX until the application is heard by the OSC.
In the event that the decisions of the Québec Court of Appeal and the OSC are favourable to Fibrek, the Company expects to issue the special warrants as soon as practicable. As a result, upon conversion of the special warrants, Mercer will hold 19.9% of the Fibrek shares and the three shareholders, Fairfax, Pabrai Investment Funds and Oakmont Capital Inc., who have entered into lock-up agreements in favour of Abitibi, will hold collectively approximately 36.6% of the Fibrek shares.
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.
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].
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. The outcome of the appeal of the Court of Québec's decision may also have an impact on the completion of the Mercer Offer. 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:
Vice President and Chief Financial Officer
NATIONAL Public Relations
Vice President, Change Management and Supply Chain