Fibrek Fights to Block AbitibiBowater's Take-over Attempt
Feb. 16, 2012 (Press Release) - Fibrek Inc. ("Fibrek" or the "Corporation") announced [yesterday] that a hearing before the Bureau de decision et de revision (Quebec) (the "BDR"), the administrative tribunal with statutory jurisdiction in securities law and regulatory matters in the Province of Quebec, will be held on February 17 and 20, 2012 to consider the application filed by AbitibiBowater Inc. (doing business as Resolute Forest Products) ("Abitibi") for an order to cease trade the superior offer proposed by Mercer International Inc. ("Mercer") to acquire all of the issued and outstanding common shares of Fibrek (the "Mercer Offer") and the private placement of 32,320,000 special warrants to Mercer for gross proceeds of $32,320,000.
"Despite the results of an independent formal valuation that puts the value of Fibrek shares between $1.25 and $1.45 per share, and in the face of a significantly superior offer at $1.30 per share from Mercer, both Abitibi and Fairfax continue their tactics to allow Abitibi to acquire Fibrek at $1.00 per share," said Hubert T. Lacroix, Chairman of the Board of Directors of Fibrek.
"We would also like to remind shareholders that Fairfax and Steelhead are not only shareholders of Fibrek, but also important shareholders of Abitibi. The Mercer offer is fair and respects the rights and interests of all our shareholders and we will vigorously oppose Abitibi's application to block it," continued Mr. Lacroix.
"If Abitibi wants the warrants to go away, all they have to do is make a superior offer to the Mercer offer," Pierre-Gabriel Cote, President and CEO, Fibrek.
President and Chief Executive Officer Pierre-Gabriel Cote added: "Our shareholders have been presented with two offers, Abitibi's offer at $1.00 and Mercer's offer at $1.30. Abitibi's application to cease trade the superior Mercer offer is a blatant attempt to abuse the regulatory process to prevent our shareholders from receiving superior value. In addition to providing additional liquidity to Fibrek, the warrants have been designed to level the playing field against abusive lock-up arrangements that favour the lower Abitibi insider bid. They have also been designed to ensure that they do not stand in the way of an offer which would be superior to Mercer's. If Abitibi wants the warrants to go away, all they have to do is make a superior offer to the Mercer offer."
"Our board has worked diligently to maximize value for all our shareholders and will continue to take action not to let Abitibi, Fairfax, Oakmont, Pabrai and Steelhead, whose interests appear to be very different from our other shareholders, take advantage of our other shareholders and deprive them of a fair offer," concluded Mr. Lacroix.
Background to Recent Events
On February 6, 2012, Fibrek announced the results of Canaccord Genuity Corporation's formal valuation of Fibrek's common shares ("Valuation") that complies with the requirements of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). Based upon and subject to the analyses and assumptions set out in its Valuation, Canaccord Genuity provided its opinion that, as at February 3, 2012, the fair market value of a common share of Fibrek was in the range of $1.25 to $1.45.
On February 10, 2012, Fibrek announced that it entered into a support agreement (the "Support Agreement") with Mercer pursuant to which Mercer will offer to acquire all of the outstanding shares of Fibrek by way of a take-over bid at a price of $1.30 per share.
In addition, Fibrek announced that Mercer agreed to purchase special warrants (the "Warrants") on a private placement basis at a price of $1.00 per Warrant for total subscription proceeds of approximately $32.3 million. The Warrants are convertible into common shares of Fibrek on a one-for-one basis under certain circumstances and are redeemable in certain events. More particularly, if Fibrek accepts a Superior Proposal (as defined in the Support Agreement) to the Mercer Offer, it has the right to terminate the Support Agreement, pay the termination fee thereunder and redeem the Warrants such that no common shares are issued.
In response to the Mercer Offer, Abitibi has filed an application before the BDR to cease trade the Mercer Offer and the Warrants. Additionally, three shareholders, including Fairfax Financial Holdings Limited (the "Locked-Up Shareholders"), who have entered into lock-up agreements with Abitibi and Steelhead Partners, LLC, who is, like Fairfax, a significant shareholder of Abitibi, have also, through counsel, sought to stop the issuance of the Warrants before the Toronto Stock Exchange (the "TSX").
Fibrek is preparing its submissions to the BDR and the TSX and intends to vigorously oppose Abitibi's and the Locked-Up Shareholders' applications.
Use of Special Warrants Proceeds
The proceeds from the private placement of Warrants are initially to be used by Fibrek to reduce its net debt. In addition, liquidity will be required to pay for the recent incremental costs associated with its strategic alternatives review process and for capital expenditures, which include Fibrek's power generation initiatives. Such capital expenditures are currently estimated by management to be at $30 million for fiscal 2012 including maintenance capital expenditures. Management also believes that lower than anticipated sales for the fourth quarter of fiscal 2011 resulted in an increased need for liquidity in the short term.
Fibrek is a leading producer and marketer of high-quality virgin and recycled kraft pulp. The company operates three mills located in Saint-Felicien, Quebec, Fairmont, West Virginia, and in Menominee, Michigan with a combined annual production capacity of 760,000 tonnes. Fibrek has approximately 500 employees.