Montreal, Quebec, Canada, 13 June 2012 -- /CNW Telbec/ -- Resolute Forest Products Inc. (NYSE: RFP) (TSX: RFP) and Fibrek Inc. (TSX: FBK) announced today that Fibrek has entered into an agreement with RFP Acquisition Inc., a wholly-owned subsidiary of Resolute, for a proposed arrangement to amalgamate and form a new corporation, wholly-owned by Resolute. The arrangement constitutes the second step transaction for Resolute to acquire all the Fibrek shares not deposited in the take-over bid it launched on 15 December 2011, which expired on 17 May. Resolute holds approximately 74.56% of the outstanding Fibrek shares.
Under the terms of the Arrangement, holders of Fibrek common shares, other than RFP Acquisition Inc., will be given the same choices of per share consideration previously offered in the take-over bid, namely:
- CAD 0.55 in cash and 0.0284 of a Resolute share; or
- CAD 1.00 in cash (subject to proration, as described in the circular); or
- 0.0632 of a Resolute share (subject to proration, as described in the circular).
The maximum amount of cash consideration available under the arrangement is approximately CAD 18.2 million and the maximum number of shares of Resolute common stock available to be issued is approximately 940,000.
Under the terms of the arrangement, Fibrek and RFP Acquisition have agreed to apply for an interim order of the Superior Court of Quebec to convene a special meeting of Fibrek's shareholders to vote on the proposed arrangement. The independent members of Fibrek's board have received an opinion from their financial advisor, Sanabe & Associates, LLC, that the consideration payable to Fibrek shareholders in the arrangement is fair, from a financial point of view, to the shareholders of Fibrek (other than RFP Acquisition). Based on their own analysis and various other factors, including the fairness opinion, the independent members of Fibrek's board unanimously approved the transaction and have recommended that shareholders vote in favor of the arrangement.
The special meeting is expected to be scheduled for 23 July 2012, with a 20 June record date. Fibrek's motion for the interim order is expected to be heard on 20 June. Resolute, through RFP Acquisition, is committed in the arrangement agreement to vote all of its Fibrek shares, representing approximately 74.56% of the outstanding shares, in favor of the arrangement.
Subject to the interim order, full details of the transaction will be included in a management information circular, which is expected to be filed by Fibrek with the Canadian securities regulatory authorities and mailed to Fibrek shareholders in the week of 25 June. The circular also will contain full details on the terms of the proposed plan of arrangement, the factors considered by Fibrek's independent directors, and a summary and complete copy of Sanabe & Associates' fairness opinion.
About Resolute Forest Products
Resolute Forest Products 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. The company owns or operates 21 pulp and paper mills and 22 wood products facilities in the United States, Canada, and South Korea. Marketing its products in more than 90 countries, Resolute has third-party certified 100% of its managed woodlands to sustainable forest management standards. The shares of Resolute Forest Products trade under the stock symbol RFP on both the New York Stock Exchange and the Toronto Stock Exchange. Resolute and other member companies of the Forest Products Association of Canada, and 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: environmental, social and economic. Resolute also is 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.
Fibrek is a leading producer and marketer of high-quality virgin and recycled kraft pulp. The company operates three mills, located in Saint-Félicien, Québec, Canada, and in Fairmont, West Virginia, and Menominee, Michigan, USA, with a combined annual production capacity of 760,000 metric tons. Fibrek has approximately 500 employees. The Saint-Félicien mill provides northern bleached softwood kraft (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 (RBK) pulp and primarily supply manufacturers of fine uncoated paper, household paper for commercial and industrial uses, and coated paper in the United States.