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Management Side
Resolute Extending Offer for Fibrek
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Montreal, Quebec, Canada, 20 January 2012 -- /CNW Telbec/ -- AbitibiBowater Inc., doing business as Resolute Forest Products (NYSE: ABH) (TSX: ABH), today announced that it extended to 13 February the expiry date for its offer to acquire all the issued and outstanding common shares of Fibrek Inc. (Fibrek, TSX: FBK).

The extension is intended to allow the Canadian Competition Bureau to complete its review of the proposed acquisition following its request for supplementary information and the Bureau de révision et décision (Québec) to hear Resolute's application for an order to cease trade the Fibrek shareholder rights plan (the "tactical poison pill").

"A supplementary information request is a normal part of the regulatory process," said Richard Garneau, president and chief executive officer. "We will continue to work with the Canadian competition authority and provide it with the responsive information," he said. "We're pleased to see that over 57% of Fibrek shares have been tendered as of today. The success of our bid should be up to shareholders, unimpeded by management entrenchment maneuvers like the tactical poison pill."

Fibrek shareholders should consider the following factors in making their decision to accept the offer:

  • The offer represents a substantial premium to Fibrek's pre-announcement trading price;
  • The offer is not subject to any financing condition;
  • Fibrek shareholders have the opportunity to exchange their shares of Fibrek, which had been thinly traded through to the date the offer was announced;
  • Resolute is uniquely positioned to integrate Fibrek into its existing operations;
  • Fibrek shareholders who become Resolute shareholders will own shares in a company that:
    • is financially stronger;
    • has a diversified asset and product base;
    • is determined to continue improving the competitive position of its mills by focusing on cost optimization;
    • maintains a prudent capital structure, with a ratio of long-term debt to last twelve months adjusted EBITDA of 1.3x as of the end of the third quarter of 2011.

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 the company filed on 15 December 2011, on the Canadian Securities Administrators' Web site ("SEDAR"), as amended by notice of variation on 09 January and on 20 January. The offer will expire at 5:00 p.m. (Eastern Standard Time) on 13 February 2012, unless it is extended or withdrawn by Resolute. As of the close of market on 20 January, approximately 74.25 million common shares of Fibrek had been tendered to the offer, representing approximately 57.1% of the outstanding common shares.

The offer is subject to certain conditions including, among others, a 66⅔% minimum tender condition, waiver or termination of all rights under the shareholder rights plan, 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 a global leader in the forest products industry with a diverse range of products, including newsprint, commercial printing papers, market pulp, and wood products. Resolute owns or operates 18 pulp and paper mills and 23 wood product facilities in the United States, Canada, and South Korea. Marketing its products in close to 90 countries, Resolute has third-party certified 100% of its managed woodlands to sustainable forest management standards. The shares of Resolute trade under the stock symbol ABH on both the New York Stock Exchange and the Toronto Stock Exchange.

Resolute and other member companies of the Forest Products Association of Canada, as well as a number of environmental organizations, are partners in the Canadian Boreal Forest Agreement. The group works to identify solutions to conservation issues that meet the goal of balancing equally the three pillars of sustainability linked to human activities: economic, social, and environmental. Resolute is also a member of the World Wildlife Fund's Climate Savers program, in which businesses establish ambitious targets to voluntarily reduce greenhouse gas emissions and work aggressively toward achieving them.

 

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