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Resolute Forest Products Offers to Purchase Fibrek Shares

Montreal, Quebec, Canada, 15 December 2011 -- /CNW Telbec/ -- AbitibiBowater Inc., doing business as Resolute Forest Products (NYSE: ABH) (TSX: ABH), announced today that it has formally commenced its offer to purchase all the issued and outstanding common shares of Fibrek Inc. (Fibrek, TSX: FBK). 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 is filing today on the Canadian Securities Administrators' Web site (www.sedar.com).

As disclosed on 28 November 2011, holders of common shares of Fibrek will have options to elect to receive, for each share:

(i) Cash and share option: CAD 0.55 in cash and 0.0284 of a Resolute share; or
(ii) Cash only option: CAD 1.00 in cash (subject to proration, as described in the offer documents); or
(iii) Share only option: 0.0632 of a Resolute share (subject to proration, as described in the offer documents).

Based on Fibrek's most recent publicly disclosed number of 130,075,556 issued and outstanding Fibrek common shares, the maximum amount of cash consideration available under the offer is CAD 71,541,556 and the maximum number of shares of Resolute common stock available to be issued under the offer is 3,694,146.

As of 28 November 2011, the date on which Resolute announced its intention to make the offer, the offer price represented a premium of approximately 39% over the closing price of Fibrek's shares on that date, and a premium of approximately 31% over the volume weighted average trading price of the shares on the Toronto Stock Exchange for the 20 trading days ending on that date. The acquisition of Fibrek will allow Resolute to expand its market pulp business and provide greater overall balance to its product offering. The offer provides an opportunity for Fibrek shareholders to elect immediate liquidity or choose to participate in the future of Resolute, a financially strong company with a diversified asset and product base.

The offer will expire at 5:00 p.m. (Eastern Standard Time) on 20 January 2012, unless it is extended or withdrawn by Resolute.

The offer is subject to certain conditions including, among others, a 66 ⅔% minimum tender condition, waiver, or termination of all rights under any shareholder rights plan(s); 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 also filing today with the U.S. Securities and Exchange Commission (SEC) a registration statement on form S-4 to register the Resolute shares that may be issued pursuant to the offer. The registration statement has not yet become effective. Resolute may not complete the offer and issue the Resolute shares until the registration statement is effective.

Resolute has requested Fibrek's shareholder lists to distribute the offer documents to Fibrek's shareholders. Once it receives the lists, which, pursuant to applicable law, are due within 10 days of the request, Resolute will mail the documents to Fibrek shareholders and will furnish them to brokers, dealers, banks, trust companies, and similar persons whose names, or the names of whose nominees, appear on the lists.

Resolute has retained BMO Capital Markets to act as dealer manager for the offer in Canada. Resolute has also engaged Georgeson Shareholder Communications Canada Inc. to act as information agent for the offer and Canadian Stock Transfer Company Inc. (acting as administrative agent for CIBC Mellon Trust Company) to act as depositary and exchange agent for the offer. Norton Rose OR LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are advising Resolute with respect to the offer.

Questions and requests for assistance or further information on how to tender Fibrek common shares to the offer should be directed to, and copies of the above referenced documents may be obtained by contacting, Georgeson at 1-866-598-0048 or by email at askus@georgeson.com.

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.


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