Fibrek's Board of Directors acknowledges Resolute Forest Products unsolicited offer, will make formal recommendation to shareholders, says per share offer of C$0.55 in cash, 0.0284 of a Resolute share appears opportunistic
November 29, 2011
– Fibrek Inc. ("Fibrek") acknowledges that Resolute Forest Products ("Resolute") has announced that it intends to make an unsolicited offer to acquire Fibrek for a consideration of C$0.55 in cash and 0.0284 of a Resolute share for each Fibrek common share.
Fibrek's Board of Directors is in the process of reviewing and evaluating the announcement with its financial and legal advisors and will communicate a formal recommendation to shareholders as soon as possible. To the Board of Directors, Resolute's unsolicited offer appears opportunistic.
It is strongly recommended that shareholders defer making any decision until the Board of Directors has had an opportunity to review the full details of Resolute’s unsolicited offer, which have not yet been made available, and to make a formal recommendation as to the merits of such offer. Shareholders will be promptly notified of any recommendation by the Board of Directors through a news release and circular in accordance with applicable securities laws.
The announcement provides that, once the offer is commenced, each Fibrek shareholder will be able to elect to receive consideration per Fibrek common share of either C$0.55 in cash and 0.0284 of a Resolute share, C$1.00 in cash only, or 0.0632 of a Resolute share only, subject to pro-ration based on a maximum cash consideration of approximately C$71.5 million and maximum number of shares of Resolute issuable of approximately 3.7 million.
The Board of Directors will update shareholders from time to time on developments relating to the offer. TD Securities is acting as financial advisor to Fibrek.
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.