Resolute Forest Products Commences Takeover bid of Fibrek

[triedtestedand]

st96dgx8:

 

I presume it will be in French (but could be wrong), and that it will be only one day.

[triedtestedand]

The regulator taketh away, and the court giveth back:

 

http://www.marketwatch.com/story/mercer-international-inc-announces-successful-appeal-of-the-bureau-de-decision-et-de-revision-order-2012-03-09

 

Ball's in ABH's court now ...

[st96dgx8]

The ball is in ABH's court and they decide to ... (drumroll) appeal.

 

http://www.stockhouse.com/News/USReleasesDetail.aspx?n=8448975

 

 

Also worth noting the number of shares tendered to ABH has fallen to 46.5% from 50.1%. Has Steelhead changed their minds? Has the threat of an investigation into whether or not they are acting in concert with ABH spooked them?

 

"Resolute continues to work diligently to obtain Investment Canada's approval. As of the close of business on March 9, approximately 60.5 million common shares of Fibrek had been deposited to Resolute's offer, representing approximately 46.5% of the outstanding common shares."

[alertmeipp]

Guys, please make sure u tender MERC's offer asap.

[triedtestedand]

st96dgx8:

 

I noticed similar ... i.e. why would Steelhead pull their shares now?  I'm sure we could speculate up the wazoo on that.  Anyway, the only shares now tendered to ABH are the locked-up ones.  Good on FBK/Mercer ... not bad for lousy management only looking out for their own skin, eh?

[Alekbaylee]

Good news!

Just received MERC's offer in the mail today.

Will call my broker Monday morning to tender my shares.

 

[tyska]

Guys, please make sure u tender MERC's offer asap.

 

Why should one be in a hurry to tender to Merc.

[alertmeipp]

Guys, please make sure u tender MERC's offer asap.

 

Why should one be in a hurry to tender to Merc.

 

We need to show our preferences loud and clear and asap.

[tyska]

Guys, please make sure u tender MERC's offer asap.

 

Why should one be in a hurry to tender to Merc.

 

We need to show our preferences loud and clear and asap.

  I may be misunderstanding something here. But if neither get 50%, wouldn't we be showing the preference that we think it is worth more than both bids.

[alertmeipp]

i think at this point, it's risky for us not to go with MERC and get that 30 cents more.

 

 

[SharperDingaan]

FBKQ4 and 2011 Financial Results:

On October 26, 2011, the Québec Government adopted a regulation which allows Hydro-Québec to purchase electric power produced by cogeneration facilities from residual forest biomass from a renewable energy source producer. The program was approved by the Régie de l'énergie on December 15, 2011 and formally launched by Hydro-Québec on December 20, 2011. Fibrek believes that its Saint-Félicien Mill qualifies as a renewable energy source producer under this program. On January 27, 2012, the Company submitted its proposal to be awarded the equivalent of the existing installed green energy capacity of 33MW under the 150 MW available for allocation in this cogeneration program.

 

No one wants to hear it, but at some point this potential PPA is going to become a reality; & the further out the bids get extended the more likely it is to occur. As at March 09, it has been 6 weeks since submission date. Agreed that MERC is the better of the two current offers, but if the PPA shows up, at least one of the bid prices goes up.

 

SD

[triedtestedand]

RE: PPA

 

Word has been that PPA is progressing nicely (of course not as fast as FBK would like) ... I would think we'll hear more about it by the end of the quarter (i.e. within next couple of weeks).

[tyska]

This may have been addressed before, but how long can Resolute keep extending the offer. And each time they extend do they have to get agreement from the locked up shares or do they automatically follow as long as the offer is active.

[triedtestedand]

The drama continues (at least until March 22nd):

 

http://www.stockhouse.com/News/CanadianReleasesDetail.aspx?n=8454941

 

That said ... until now, ABH continues to seek 66 2/3% to proceed ... and why would Steelhead pull back their tendered shares (bringing ABH tendered count back below 50%)?  Is that temporary? It's not like ABH have been winning lots of friends with any of the non-locked up minority shareholders.

[finetrader]

http://translate.google.com/translate?sl=auto&tl=en&js=n&prev=_t&hl=fr&ie=UTF-8&layout=2&eotf=1&u=http%3A%2F%2Fwww.lesaffaires.com%2Fsecteurs-d-activite%2Findustrie-forestiere%2Ffibrek-le-fonds-ftq-et-quebec-preferent-mercer%2F542305

 

Translate with google.

The fund in question is Fond FTQ, not QFL. And Resolute has been named Solved in the translation.

[lessthaniv]

Minimum Tender dropped.

 

__________________________

 

Resolute Reduces Minimum Tender Condition to 50.01% and Extends its Offer for Fibrek to April 2

Ticker Symbol: U:ABH C:ABH

 

Resolute Reduces Minimum Tender Condition to 50.01% and Extends its Offer for Fibrek to April 2

Canada NewsWire

 

MONTREAL, March 20, 2012

 

MONTREAL, March 20, 2012 /CNW Telbec/ - AbitibiBowater Inc., doing business as Resolute Forest Products ("Resolute") (NYSE: ABH) (TSX: ABH), today announced:

 

it has extended the expiry time for its offer to acquire all of the issued and outstanding common shares of Fibrek Inc. (TSX: FBK) to 5:00 p.m., Eastern Time, on April 2;

 

it has amended the minimum tender condition to its offer by lowering the threshold from 66 2/3% to 50.01% of Fibrek shares outstanding on a fully diluted basis; and

 

although Fibrek's authorization, issuance or sale of special warrants constitutes, or would constitute, a "Restricted Event" under the terms of Resolute's offer, the Company does not expect to invoke the "Restricted Event" provisions with respect to the special warrants if, at the expiry time:

there is a decision of the Québec Court of Appeal reinstating the cease trade order with respect to the special warrants; and

 

no special warrant is outstanding and the Fibrek shares issued on conversion thereof, if any, have been canceled.

 

Assuming all the other conditions to Resolute's offer have been satisfied, at the expiry time on April 2, the Company will be able to take up all Fibrek shares deposited under its offer, provided that at that time at least 50.01% of the Fibrek shares outstanding on a fully diluted basis have been deposited and there is a cease trade order in effect relating to the special warrants. "Special warrants" refers to the Fibrek securities issuable to Mercer International Inc. (Nasdaq: MERC) (TSX: MRI.U) pursuant to a private placement disclosed by Fibrek and Mercer on February 10.

 

The offer to acquire all of the issued and outstanding shares of Fibrek made by Resolute, together with RFP Acquisition Inc., a wholly-owned subsidiary, is more fully described in the offer circular and other ancillary documentation that Resolute filed on December 15, 2011, on the "SEDAR" website maintained by the Canadian Securities Administrators, as varied and extended. The offer will expire at 5:00 p.m. (Eastern Time) on April 2, 2012, unless it is extended or withdrawn by Resolute.  On March 20, approximately 60.3 million common shares of Fibrek had been deposited to Resolute's offer, representing approximately 46.4% of the outstanding common shares.

 

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.

 

Important Notice

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.  Resolute has filed with the SEC a registration statement on Form S-4, as amended, in connection with the proposed transaction with Fibrek.  INVESTORS AND SECURITY HOLDERS OF RESOLUTE AND FIBREK ARE URGED TO READ THESE DOCUMENTS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  Such documents are available free of charge through the web site maintained by the SEC at www.sec.gov, by calling the SEC at telephone number 800-SEC-0330, on SEDAR at www.sedar.com or on Resolute's website at www.resolutefp.com.

 

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 18 pulp and paper mills and 23 wood product 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 trade under the stock symbol ABH on both the New York Stock Exchange and the Toronto Stock Exchange.

 

Resolute and other member companies of the Forest Products Association of Canada, as well as 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 is also 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.

 

Cautionary Statements Regarding Forward-looking Information

 

Statements in this press release that are not reported financial results or other historical information of AbitibiBowater Inc., doing business as Resolute Forest Products, are "forward-looking statements" and may be identified by the use of forward-looking terminology such as the words "should", "would", "could", "will", "may", "expect", "believe", "anticipate", "attempt", "project" and other terms with similar meaning indicating possible future events or potential impact on Resolute's business or shareholders, including future operations following the proposed acquisition of Fibrek. The safe harbor provisions of the Private Securities Litigation Reform Act of 1995 do not apply to any forward-looking statements made in connection with an exchange offer.

 

The reader is cautioned not to place undue reliance on these forward-looking statements, which are not guarantees of future performance. These statements are based on management's current assumptions, beliefs and expectations, all of which involve a number of business risks and uncertainties that could cause actual results to differ materially. The potential risks and uncertainties that could cause Resolute's actual future financial condition, results of operations and performance to differ materially from those expressed or implied in this press release include, but are not limited to, Resolute Common Stock issued in connection with the proposed acquisition may have a market value lower than expected, the businesses of Resolute and Fibrek may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected, the possible delay in the completion of the steps required to be taken for the eventual combination of the two companies, including the possibility that approvals or clearances required to be obtained from regulatory and other agencies and bodies will not be obtained in a timely manner, disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees and suppliers, and all other potential risks and uncertainties set forth under the heading "Risk Factors" in Part I, Item 1A of Resolute's annual report on Form 10-K for the year ended December 31, 2011, filed with the SEC and Resolute's other filings with the Canadian securities regulatory authorities.

 

All forward-looking statements in this press release are expressly qualified by the cautionary statements contained or referred to above and in Resolute's other filings with the SEC and the Canadian securities regulatory authorities. Resolute disclaims any obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

 

Contact:

 

Investors

Rémi G. Lalonde

Vice President, Investor Relations

514 394-2345

ir@resolutefp.com

 

Media and Others

Xavier Van Chau

Director, Communications and Corporate Social Responsibility

514 394-3611

xavier.vanchau@resolutefp.com

[triedtestedand]

The Financial Post provides some more background info:

 

http://business.financialpost.com/2012/03/20/fibrek-buyers-up-to-bat/

http://business.financialpost.com/2012/03/20/participants-get-imaginative-when-describing-fibrek-situation/

 

While the TSX gives it's blessing for the warrants:

 

http://www.reuters.com/article/2012/03/20/fibrek-mercer-idUSL3E8EK2JW20120320

 

 

[lessthaniv]

The Financial Post provides some more background info:

 

http://business.financialpost.com/2012/03/20/fibrek-buyers-up-to-bat/

http://business.financialpost.com/2012/03/20/participants-get-imaginative-when-describing-fibrek-situation/

 

While the TSX gives it's blessing for the warrants:

 

http://www.reuters.com/article/2012/03/20/fibrek-mercer-idUSL3E8EK2JW20120320

 

It sounds to me like Barry Critchley is being spoon fed by some FBK minority shareholders. Either that or he is an avid reader of the board!

 

I note; the minimum tender reduction is only relevant if the warrants are ceased. So the court must overturn the recent decision to make this minimum tender change relevant. If the judges uphold the current ruling allowing the warrants - then it would appear to put a minimum price of $1.30 on the shares.  The opportunity for an even higher price would still exist should ABH decide to up their bid seeking  board approval so the warrants get bought back. They'd be out the break up fee.

 

If on the other hand the judges overturn the lower courts ruling and side with ABH - I would expect the stock to see downside to $1. With the steelhead shares the ABH side would likely meet the minimum tender.

 

Its a coin flip at this point.

 

[SharperDingaan]

We would put it to you that by end-of-week the minimum price will be $1.30, 50.01%, & you choose whichever you like best. To break it, a party is going to have to bid on the outstanding PPA, based on whatever updated details FBK releases in the next week or so. About as fair as it can possibly be.

 

There is nothing wrong with spoon feeding, the same as there is nothing wrong with a lock-up agreement.

[triedtestedand]

Advantage ABH ... Game/Set/Match? ... or Supreme Court??

 

http://www.winnipegfreepress.com/business/resolute-wins-quebec-court-of-appeal-decision-in-battle-to-acquire-fibrek-144455205.html

 

 

[alertmeipp]

will the minor shareholders get ripped off at the end?

[lessthaniv]

Remember they reduced their minimum tender to 50.1%.

 

You may end up remaining a shareholder of FBK with a new majority owner. I would expect if they take up the 50.1% minimum they may try the offer again. With Steelhead shares I believe they have north of that.

 

 

[alertmeipp]

then they will have their directors in place, will be a long and probably non-profitable process for us.

[tyska]

What odds would anyone give that they ask if the Supreme court will hear it.

[Pick52]

Pretty good I'd say...

 

March 28 (Reuters) - Fibrek Inc said it will seek permission, along with its friendly bidder Mercer International , from the Supreme Court of Canada to appeal against a Quebec court decision to block a key term of their deal.

 

Late on Tuesday, the Quebec Court of Appeal reinstated a cease trade order on Fibrek's private placement of 32.32 million special warrants to Mercer, following an appeal by hostile bidder AbitibiBowater.

 

Shares of Fibrek fell as much as 8 percent to C$1.07 on Wednesday morning on the Toronto Stock Exchange. The stock was one of the biggest percentage losers on the exchange.

 

"We are disappointed with the decision of the Quebec Court of Appeal," said Mercer Chief Executive Jimmy Lee.

 

Abitibi, which operates under the business name Resolute Forest Products, has been trying to block the Mercer bid.

 

Earlier this month, the Quebec Court of Appeal granted Abitibi permission to appeal the Court of Quebec's decision that had overturned the Bureau de decision et de revision's decision to block Fibrek's private placement of warrants to Mercer.

 

The private placement of 32.32 million was part of Mercer's offer of about C$170 million, which is 30 percent higher than Abitibi's.

 

"We continue to believe that the Bureau's decision to cease trade the private placement diverged from accepted legal principles and unfairly inhibits Fibrek shareholders from obtaining the higher consideration under our offer," Lee said.