Resolute Forest Products Reaffirms its Offer for Fibrek

Jan. 10, 2012 (Press Release) - AbitibiBowater Inc., doing business as Resolute Forest Products ("Resolute"), [yesterday] announced that it would issue a notice of variation to the offer circular and other ancillary documentation in connection with its outstanding offer to acquire Fibrek Inc. The notice of variation will describe certain changes to the offer documents, including the registration statement filed with the U.S. Securities and Exchange Commission ("SEC"), the sole purpose of which are to address comments from the SEC in its customary review process.

From the perspective of Fibrek's shareholders, the terms of the offer are substantially consistent with the original offer.

"We are committed to move forward and are addressing one of the regulatory steps in our offer to purchase Fibrek," said Richard Garneau , President and Chief Executive Officer.

"We also acknowledge Fibrek's directors' circular filed on SEDAR on December 30. It does not change our firm belief that the offer we announced on November 28 th presents Fibrek's shareholders with a compelling opportunity. The fact that three of their largest individual shareholders, representing approximately 46% of the outstanding shares, have agreed to tender their shares to our offer supports that belief."

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 committed to continue improving its flexible, low-cost manufacturing position;
    • 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 December 15, 2011 , on the Canadian Securities Administrators' website ("SEDAR"), as amended on January 9, 2012. The offer will expire at 5:00 p.m. (Eastern Standard Time) on January 20, 2012 , unless it is extended or withdrawn by Resolute.

The offer is subject to certain conditions including, among others, a 66 2/3% 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.

SOURCE: Resolute Forest Products