New York, New York, USA, 18 December 2009 -- Mercer International Inc. (Nasdaq: MERC, TSX: MRI.U) today announced that it has commenced an exchange offer for up to a maximum of USD 23,625,000 aggregate principal amount of its outstanding 8.5% convertible senior subordinated notes due 2010 (the old notes). If more than USD 23,625,000 aggregate principal amount of the old notes are tendered, all tenders will be accepted on a pro rata basis.
Under the terms of the exchange offer, Mercer is offering to exchange each USD 1000 principal amount of the old notes for an amount of its new 8.5% convertible senior subordinated notes due 2012 (the new notes) equal to USD 1000 principal
amount plus accrued and unpaid interest on the USD 1000 principal amount of old notes to and including 09 December 2009 (the "Accrued and Unpaid Interest").
Earlier this month Mercer completed the exchange of an aggregate of USD 43,250,000 principal amount of old notes on the same terms as are being offered in the exchange offer. As of 18 December, USD 24,005,000 aggregate principal amount of old notes was outstanding.
The new notes will be substantially the same as the old notes but will be convertible into Mercer common stock at a conversion price of USD 3.30 per share, will mature on 15 January 2012, and are redeemable by Mercer commencing 15 July 2011. The new notes will accrue interest from 10 December 2009.
The exchange offer is being made on the terms and conditions set forth in an offering circular dated 18 December 2009, and the related letter of transmittal. Copies of these and other documents will be distributed to all holders of the old notes.
Requests for additional copies of such documents or questions regarding the procedures for tendering the old notes may be directed to the Information Agent for the Exchange Offer, Georgeson Inc., at 1-800- 267-4403 (toll free).
The exchange offer is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof and will expire at 5:00 p.m. Eastern Time on 21 January 2010, unless extended or earlier terminated. Tendered old notes may be withdrawn before, but not after the expiration time.
Consummation of the exchange offer is subject to the conditions set forth in the offering circular and the letter of transmittal. Subject to applicable law, Mercer may amend, extend, or terminate the exchange offer at any time. The exchange offer may be made only pursuant to the terms of the offering circular, letter of transmittal, and related exchange offer materials. A tender offer statement on Schedule TO, including the offering circular and letter of transmittal, describing the exchange offer is being filed with the Securities and Exchange Commission. Holders of the old notes are strongly advised to read the Schedule TO and its exhibits carefully before making any decision with respect to the exchange offer because it contains important information.
Mercer International Inc. is a global pulp manufacturing company. To obtain further information on the company, visit http://www.mercerint.com.