Mercer Provides Update on Its Takeover Offer for Fibrek

March 20, 2012 (Press Release) - Mercer International Inc. announced that it has mailed to shareholders of Fibrek Inc. a notice of variation to its offer and takeover bid circular dated February 29, 2012 and ancillary documents (the "Offer Documents") in connection with its offer (the "Offer") to acquire all of the outstanding common shares of Fibrek (the "Fibrek Shares"). The notice of variation sets forth certain changes solely to address comments from the United States Securities and Exchange Commission (the "SEC") in connection with its customary review of Mercer's Registration Statement on Form S-4 (the "Registration Statement") relating to the Offer.

The consideration offered by Mercer under the Offer and the substantive terms thereof remain the same. Mercer's Offer will expire at 5:00 p.m. (Eastern Time) on April 6, 2012, unless otherwise extended or withdrawn by Mercer.

Mercer also announced that it has received a "no-action" letter from Canada's Commissioner of Competition (the "Commissioner"), confirming that, at this time, the Commissioner does not intend to challenge Mercer's acquisition of Fibrek Shares under the Offer.

Fibrek shareholders should consider the following factors in making their decision to accept Mercer's Offer:

  • The Offer represents a premium of 30% over the unsolicited insider bid (the "Abitibi Bid") made by AbitibiBowater Inc.
  • The Offer represents a premium of 81% over the closing price of the Fibrek Shares on November 28, 2011, the date of announcement of the Abitibi Bid, and 70% over the volume-weighted average trading price of the Fibrek Shares on the Toronto Stock Exchange for the 20 trading days ending on such date.
  • The board of directors of Fibrek, after consulting with its financial and legal advisors, has unanimously determined that the consideration to be offered for the Fibrek Shares pursuant to the Offer is fair to all Fibrek shareholders (other than those who have entered into lock-up agreements with any person other than Mercer with respect to their Fibrek Shares) and unanimously recommends that Fibrek shareholders deposit their Fibrek Shares to the Offer.
  • The Offer provides Fibrek shareholders with the opportunity to determine the consideration that they receive under the Offer, subject to proration.
  • Fibrek shareholders who receive shares of Mercer common stock (the "Mercer Shares") under the Offer will be able to participate in Mercer's future.

The Offer is subject to customary conditions, including, among others, there being deposited (and not withdrawn) that number of Fibrek Shares which, together with the Fibrek Shares and special warrants, if any, held by Mercer, represent at least 50.1% of the outstanding Fibrek Shares on a fully-diluted basis, receipt of requisite regulatory consents, Mercer's Registration Statement, as amended, being declared effective by the SEC, receipt of Mercer shareholder approval of the issuance of Mercer Shares in connection with the Offer and the absence of a material adverse change with respect to Fibrek.

SOURCE: Mercer International Inc.