Wednesday, 21 March 2012 14:47

Resolute Reduces Minimum Tender Condition to 50.01% Offer for Fibrek

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AbitibiBowater Inc., doing business as Resolute Forest Products, has announced:

  • it has extended the expiry time for its offer to acquire all of the issued and outstanding common shares of Fibrek Inc. (TSX: FBK) to 5:00 p.m., Eastern Time, on April 2;
  • it has amended the minimum tender condition to its offer by lowering the threshold from 66 2/3% to 50.01% of Fibrek shares outstanding on a fully diluted basis; and
  • although Fibrek's authorization, issuance or sale of special warrants constitutes, or would constitute, a "Restricted Event" under the terms of Resolute's offer, the Company does not expect to invoke the "Restricted Event" provisions with respect to the special warrants if, at the expiry time:
    • there is a decision of the Québec Court of Appeal reinstating the cease trade order with respect to the special warrants; and
    • no special warrant is outstanding and the Fibrek shares issued on conversion thereof, if any, have been canceled.

Assuming all the other conditions to Resolute's offer have been satisfied, at the expiry time on April 2, the Company will be able to take up all Fibrek shares deposited under its offer, provided that at that time 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. "Special warrants" refers to the Fibrek securities issuable to Mercer International Inc. (Nasdaq: MERC) (TSX: MRI.U) pursuant to a private placement disclosed by Fibrek and Mercer on February 10.

The offer to acquire all of the issued and outstanding shares of Fibrek made by Resolute, together with RFP Acquisition Inc., a wholly-owned subsidiary, is more fully described in the offer circular and other ancillary documentation that Resolute filed on December 15, 2011, on the "SEDAR" website maintained by the Canadian Securities Administrators, as varied and extended. The offer will expire at 5:00 p.m. (Eastern Time) on April 2, 2012, unless it is extended or withdrawn by Resolute.  On March 20, approximately 60.3 million common shares of Fibrek had been deposited to Resolute's offer, representing approximately 46.4% of the outstanding common shares.

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