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Management Side
Technical Side
Fraser Papers to Acquire Katahdin Paper Company
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Toronto, Ontario, Canada, 30 January 2007 --(MARKET WIRE)-- Fraser Papers Inc. (Toronto Future:FPS.TO - News) today announced that it has entered into a definitive agreement with Brookfield Asset Management Inc. NYSE:BAM - News)(Toronto Future:BAM.TO - News) to acquire the operations of Katahdin Paper Company LLC for USD 50 million plus working capital. In addition, Fraser Papers will make contingent royalty payments based on the cash flow of the super-calendered business.

The transaction announced today is expected to close in the second quarter and is subject to the approval of a committee of directors of Fraser Papers who are independent of Brookfield, approval of the full board, approval of the majority of shareholders of Fraser Papers other than Brookfield and regulatory approval. Shareholders can expect to receive an information circular detailing the transaction and their approval will be sought at a meeting to be held in late April.

If this agreement is approved, Fraser Papers will acquire two businesses:

1. A directory papers business with leading market share in this North American market segment and 250,000 tons per year of production capacity. Located in East Millinocket, Maine, it operates two 125,000 tons per year paper machines, a 180,000 tons per year groundwood pulp mill, and a 110,000 tons per year recycled pulp mill along with related facilities.

2. A 180,000 tons per year super-calendered paper business serving customers in the retail insert, catalogue, and magazine market from a technologically advanced paper machine located in Millinocket, Maine.

The acquisition represents an attractive investment for Fraser Papers on the basis of the following merits:

* Strategic fit -- Substantial growth opportunity for Fraser's existing specialty papers business in market segments where the company can establish competitive advantage.

* Attractive valuation -- USD 50 million consideration paid represents a 4.5 times multiple on forecast 2007 EBITDA for the directory business.

* Transaction structure -- Contingent royalty structure enables Fraser to reduce capital at risk in the transaction as payments are based on the future performance of the super-calendered business.

* Known business and assets -- No conventional transaction due diligence risk as Fraser has been managing Katahdin since 2003.

"This represents an opportunity for Fraser Papers to substantially grow our specialty papers business with the addition of two complementary groundwood products, each with strong brand recognition, providing a broader product offering to our publication customers," commented Dominic Gammiero, chief executive officer. "In addition, we believe the addition of scale, quality, and technology that these three modern paper machines bring to our existing asset base will improve our competitive position in the long term."

In 2006, Katahdin's directory business shipped 243,000 tons of high quality paper to a customer base that included the largest directory publishers in the U.S. market. The super-calendered paper operation at the Millinocket operation shipped 168,000 tons of specialty groundwood paper in 2006. This business is focused on manufacturing premium grades of super-calendered papers for the growing retail insert, catalogue, and magazine segment in North America. The combined operations will increase Fraser Papers' production capacity to more than 1.1 million tons of paper from 650,000 tons in 2006.

Total cash consideration for the acquisition is estimated to be USD 80 million, including estimated working capital at closing of approximately USD 30 million. The acquisition will be financed from cash on hand and existing and new credit facilities supported by the company's accounts receivable and inventory. The company has a low net debt-to-equity ratio and marketable securities of UDS 30 million. Fraser Papers will pay a royalty to Brookfield contingent on the generation of positive free cash flow generated by the super-calendered business. The royalty will start at 80% of cumulative free cash flow and decline over time as certain thresholds are reached.

The acquisition of Katahdin is a related-party transaction under Canadian securities regulations. As such, the agreement is subject to the approval of a special committee of the board of the directors of Fraser Papers and the disinterested shareholders of the company. In addition, as required under Canadian securities regulations, the assets being acquired will be subject to a formal valuation, which will be supervised by the special committee.

Fraser Papers is an integrated specialty paper company that produces a broad range of specialty printing and packaging papers. The company has operations in New Brunswick and Quebec in Canada and in Maine and New Hampshire in the United States. Fraser Papers is listed on the Toronto Stock Exchange under the symbol: FPS. For more information, visit the Fraser Papers Web site at www.fraserpapers.com.

Web site: http://www.fraserpapers.com

Source: Fraser Papers Inc.


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