Friday, 16 December 2011 13:00

Resolute Forest Products Commencement of Formal Take-Over Bid for Fibrek Inc.

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AbitibiBowater Inc., doing business as Resolute Forest Products ("Resolute"),  has announced that it has formally commenced its offer to purchase all the issued and outstanding common shares of Fibrek Inc.(the "Offer"). The Offer, which Resolute is making together with RFP Acquisition Inc., a wholly-owned subsidiary, is more fully described in the offer circular and other ancillary documentation (collectively, the "Offer Documents") the Company is filing today on the Canadian Securities Administrators' website ("SEDAR").

As disclosed on November 28, 2011, holders of common shares of Fibrek will have the opportunity to elect to receive, for each share:




Cash and Share Option: C$0.55 in cash and 0.0284 of a Resolute share; or




Cash Only Option: C$1.00 in cash (subject to proration, as described in the Offer Documents); or




Share Only Option: 0.0632 of a Resolute share (subject to proration, as described in the Offer Documents).

Based on Fibrek's most recent publicly disclosed number of 130,075,556 issued and outstanding Fibrek common shares, the maximum amount of cash consideration available under the Offer is C$71,541,556 and the maximum number of shares of Resolute common stock available to be issued under the Offer is 3,694,146.

As of November 28, 2011, the date on which Resolute announced its intention to make the Offer, the Offer price represented a premium of approximately 39% over the closing price of Fibrek's Shares on that date, and a premium of approximately 31% over the volume weighted average trading price of the shares on the Toronto Stock Exchange for the 20 trading days ending on that date. The acquisition of Fibrek will allow Resolute to expand its market pulp business and provide greater overall balance to its product offering. The Offer provides an opportunity for Fibrek shareholders to elect immediate liquidity or choose to participate in the future of Resolute, a financially strong company with a diversified asset and product base.

The Offer will expire at 5:00 p.m. (Eastern Standard Time) on January 20, 2012, unless it is extended or withdrawn by Resolute.

The Offer is subject to certain conditions including, among others, a 66⅔% minimum tender condition, waiver or termination of all rights under any shareholder rights plan(s), receipt of all regulatory, governmental and third-party approvals, consents and waivers, Fibrek not having implemented or approved any issuance of shares or other securities or any other transaction, acquisition, disposition, capital expenditure or distribution to its shareholders outside the ordinary course of business, and the absence of occurrence or existence of any material adverse effect or material adverse change. Subject to applicable laws, Resolute reserves the right to withdraw or extend the Offer and to not take up and pay for any Fibrek common shares deposited under the Offer unless each of the conditions of the Offer is satisfied or waived (at its sole discretion). The Offer is not subject to any financing condition.

Resolute is also filing today with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 to register the Resolute shares that may be issued pursuant to the Offer. The registration statement has not yet become effective. Resolute may not complete the Offer and issue the Resolute shares until the registration statement is effective.

Resolute has requested Fibrek's shareholder lists in order to distribute the Offer Documents to Fibrek's shareholders. Once it receives the lists, which, pursuant to applicable law, are due within 10 days of the request, Resolute will mail the documents to Fibrek shareholders and will furnish them to brokers, dealers, banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the lists.

Resolute has retained BMO Capital Markets to act as dealer manager for the Offer in Canada. Resolute has also engaged Georgeson Shareholder Communications Canada Inc. to act as information agent for the Offer and Canadian Stock Transfer Company Inc. (acting as administrative agent for CIBC Mellon Trust Company) to act as depositary and exchange agent for the Offer. Norton Rose OR LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are advising Resolute with respect to the Offer.

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