alertmeipp Posted April 11, 2012 Share Posted April 11, 2012 I will get some if it trades below 1.08. what the hell. Link to comment Share on other sites More sharing options...
FFHWatcher Posted April 11, 2012 Share Posted April 11, 2012 How can fairfax possibly want this to go to the supreme court. Can,t see how that do not come out of this looking real good. The money continues to be spent. Is there some rainbow of riches here everyone is missing. Makes no sense. Where is the payoff They (ABH) are buying dollar bills (FBK) for fifty cents (ABH offer). That is the payoff. I learned that something is only worth what someone else is willing to pay for it. No more and no less. If the ABH $1. offer is the only one that came forward (which was very possible a few months back), than FBK is only worth $1 and they should be able to buy it. The issue is that somebody is offering 75 cents (MERC offer) for the dollar bill (FBK) but the acquirer (ABH) is using the legal system to force the remaining holders of the dollar bills (Non FFH, Pabrai and Oakmont shareholders) to accept 50 cents. A 4 year old can figure out that the $1.00 offer isn't fair and that FBK is worth a lot more than $1. Apparently, at least $1.40. If it was $1.00 vs $1.04 than they (ABH) could argue their offer is worth more but at $1.40? Please review this clip from an Ally Bank commercial to see how FBK shareholders really feel. http://www.youtube.com/watch?v=7qb0vquRcys Link to comment Share on other sites More sharing options...
triedtestedand Posted April 11, 2012 Share Posted April 11, 2012 FFHWatcher: That linked video was perfect ... thanks for the laugh. I just sent it to askus@georgeson.com to please forward to ABH management. My only add to your "what's something worth" item is that of course it's also dependent on what someone is willing to sell it for, and how much of "it" they are willing to buy/sell ... i.e. that's why >40% of FBK shareholders never tendered to the ABH bid even before the MERC bid appeared. But that's shades of grey ... Again, thanks for the link. I always admire the great lateral thinking that some comedians possess. Link to comment Share on other sites More sharing options...
tyska Posted April 11, 2012 Share Posted April 11, 2012 One would like to think that someone will give resolute a a smack upside the head and they will make a fair offer and end this. But I worry they are just too hard headed for it to work. Link to comment Share on other sites More sharing options...
triedtestedand Posted April 11, 2012 Share Posted April 11, 2012 Increased MERC offer, but also NEW shareholder rights plan adopted until May 11: http://www.newswire.ca/en/story/953019/increased-mercer-offer-represents-40-premium-over-abitibi-coercive-unsolicited-bid FFHWatcher -> Looks like MERC is trying to find a way to get someone to take your wager ... ;-) "Wager - I will wager $500 if Fibrek is sold for > or equal to $1.50 (any mix of cash and shares) by the time Sanjeev has the BRK/FFH dinner/April 25th to the The Crohn's & Colitis Foundation of Canada. If it goes for under $1.50, than the person on the other side of the bet has to donate the same amt. Any takers? It is a good cause. If the deal is called off, shareholders will need to preserve their cash. " Link to comment Share on other sites More sharing options...
triedtestedand Posted April 11, 2012 Share Posted April 11, 2012 Sorry for the multiple postings ... I pressed send a bit too quickly. The thing of it is ... now that ABH's minimum tender threshold has been reduced ... presuming ABH gets it's 46.5% minimum via lock-up, those shareholders could basically suck up most of the $70M cash component, and secure $1/share without having to get any pro-rata share consideration ... BUT the same goes for the 53.5% that remains, as they could benefit similarly from the MERC minimum 50.1% tender threshold, and get mostly $1.40 per share in cash ... and MERC would control the company, even without the warrants. Wouldn't that be a fun partnership for the two parties, eh? Would seem to be a pretty obvious decision for everyone including Warwick the Kingmaker Steelhead, no? Then, if they really wanted to, they could then turn around with the $9M (6.5M shares x $1.4/share) in proceeds and buy ABH shares at $13 and change (it represents about 2 days worth of ABH trading volume, based on last 3 months transactions) ... Unless of course they were acting in defacto unison w ABH. To quote C&C Music Factory ... "Things that make you go hmmm" Link to comment Share on other sites More sharing options...
lessthaniv Posted April 11, 2012 Author Share Posted April 11, 2012 Increased MERC offer, but also NEW shareholder rights plan adopted until May 11: http://www.newswire.ca/en/story/953019/increased-mercer-offer-represents-40-premium-over-abitibi-coercive-unsolicited-bid FFHWatcher -> Looks like MERC is trying to find a way to get someone to take your wager ... ;-) "Wager - I will wager $500 if Fibrek is sold for > or equal to $1.50 (any mix of cash and shares) by the time Sanjeev has the BRK/FFH dinner/April 25th to the The Crohn's & Colitis Foundation of Canada. If it goes for under $1.50, than the person on the other side of the bet has to donate the same amt. Any takers? It is a good cause. If the deal is called off, shareholders will need to preserve their cash. " This deal has more twists and turns than a Dan Brown novel. Crazy. I'm curious to see how things develop today. Given the warrants (at this point) have already been ceased I can't imagine the commission will be too happy to see this new rights plan. The ABH offer expires today and the hard lock up agreements are done on April 13th. I'd bet we'll see a counter from ABH asking for an immediate cease trade of these rights so they can take up the hard lock shares today. Whether they get it or not .... who knows? This one has been a real education on deal process. Link to comment Share on other sites More sharing options...
bathtime Posted April 11, 2012 Share Posted April 11, 2012 Sorry if this has been mentioned before, but insiders purchased around $1.40-1.55, so I thought they'd like to see a sale at $1.40 or better to make themselves square. Link to comment Share on other sites More sharing options...
cwericb Posted April 11, 2012 Share Posted April 11, 2012 Doesn't management have a whole lot of options that kick in at $1.60? Link to comment Share on other sites More sharing options...
triedtestedand Posted April 11, 2012 Share Posted April 11, 2012 Note to self: -> As of Mar 30th, 60.3M shares (46.4%) had been deposited to ABH's tender ... 59.5M of those via lockup. -> Between then and market close today, ~2.465M shares of FBK traded (>1/2 of total volume today alone) ... all at prices >$1.03 So ... if any shareholders (other than Steelhead) wanted to dump their FBK shares WITHOUT tendering to ABH's $1/share bid, there has been SOME opportunity to do it ... especially today. I guess there is still after hours ability to tender to ABH bid (it expires at 11:59PM EDT), but would it thus be fair to assume that since Mar 30th, most non-locked-up shareholders (with separate status reserved for our insider-or-independent friends at Steelhead) either: a) have tendered to MERC's (even higher as of today) bid (31M shares/24% had been deposited as of yesterday's close) or b) are still waiting (~40M shares), especially since we haven't heard a cease trade on today's new poison pill, nor Supreme Court appeal Link to comment Share on other sites More sharing options...
tyska Posted April 12, 2012 Share Posted April 12, 2012 Maybe resolute can make a quick buck off the lock up. Take in the shares then tender to the mercer bid. ;) Link to comment Share on other sites More sharing options...
tyska Posted April 12, 2012 Share Posted April 12, 2012 I see pulp is up across the board this week also. Link to comment Share on other sites More sharing options...
lessthaniv Posted April 12, 2012 Author Share Posted April 12, 2012 Increased MERC offer, but also NEW shareholder rights plan adopted until May 11: http://www.newswire.ca/en/story/953019/increased-mercer-offer-represents-40-premium-over-abitibi-coercive-unsolicited-bid FFHWatcher -> Looks like MERC is trying to find a way to get someone to take your wager ... ;-) "Wager - I will wager $500 if Fibrek is sold for > or equal to $1.50 (any mix of cash and shares) by the time Sanjeev has the BRK/FFH dinner/April 25th to the The Crohn's & Colitis Foundation of Canada. If it goes for under $1.50, than the person on the other side of the bet has to donate the same amt. Any takers? It is a good cause. If the deal is called off, shareholders will need to preserve their cash. " This deal has more twists and turns than a Dan Brown novel. Crazy. I'm curious to see how things develop today. Given the warrants (at this point) have already been ceased I can't imagine the commission will be too happy to see this new rights plan. The ABH offer expires today and the hard lock up agreements are done on April 13th. I'd bet we'll see a counter from ABH asking for an immediate cease trade of these rights so they can take up the hard lock shares today. Whether they get it or not .... who knows? This one has been a real education on deal process. Sorry SD, This ones looks to be developing as I've laid out in my past posts. The new shareholder rights was indeed ceased immediately and ABH has taken up 46.8% shares. The offer was extended the minimum 10 days to April 23 as I mentioned and this will allow Steelhead to tender their 5%. That will give ABH a majority and render the Mercer offer dead. If Steelhead tenders in the second round then I'd expect another extension to see who of the remaining FBK shareholders is willing to tender. They try to get to 67%. This bump in price to $1.40 appears to have been a last ditch effort. I suspect the material change was likely the foundation for arguing the new shareholder rights plan but that attempt was futile. Press Release 1: 2012-04-11 23:51 ET - News Release Ms. Patsie Ducharme reports FIBREK PROVIDES UPDATE ON THE BUREAU DE DECISION ET DE REVISION RULING Fibrek Inc. confirmed today that the Bureau de decision et de revision (Quebec), the administrative tribunal with statutory jurisdiction in securities law and regulatory matters in the province of Quebec, issued an order to cease trade Fibrek's new shareholder rights plan, adopted on April 11, 2012, effective immediately. Fibrek intends to appeal the BDR's decision before the Court of Quebec as soon as possible. As previously disclosed, Fibrek announced today that Mercer International Inc. has increased the consideration offered to Fibrek shareholders under its offer to purchase all of the issued and outstanding common shares of Fibrek from $1.30 to $1.40, which represents a 40-per-cent premium over the unsolicited insider bid made by AbitibiBowater Inc. (carrying on business as Resolute Forest Products). Fibrek also announced today that the Supreme Court of Canada has granted Fibrek's request to expedite the application for permission to appeal the Quebec Court of Appeal's decision to maintain the cease trade order of the proposed private placement of 32.32 million special warrants to purchase common shares of Fibrek to Mercer. The board of directors strongly recommends that shareholders defer making any decision until the Supreme Court of Canada's decision with respect to the private placement is rendered, in order to benefit from the superior $1.40 offer from Mercer. As such, the board urges shareholders to reject and not tender to the Abitibi unsolicited insider bid and to tender to the increased Mercer offer. A notice of change, variation and extension setting forth details of the increased Mercer offer will be mailed to shareholders and will be available on SEDAR in due course. The support agreement, the special warrant agreement and the directors' circular in respect of the Mercer offer is available on SEDAR under the company's profile. For more information on how to tender Fibrek common shares, for any other inquiries regarding the increased Mercer offer or on how to withdraw shares tendered to the Abitibi bid, please contact Fibrek's information agent, Phoenix Advisory Partners, at 1-800-398-1129 (North American toll-free) or via e-mail at inquiries@phoenixadvisorypartners.com. We seek Safe Harbor. Press Release 2: AbitibiBowater takes up 60.83 million Fibrek shares 2012-04-12 01:22 ET - News Release Mr. Remi Lalonde reports RESOLUTE ANNOUNCES TAKE-UP OF 46.8% OF FIBREK SHARES AND EXTENSION OF OFFER TO APRIL 23 All applicable conditions to the AbitibiBowater Inc., doing business as Resolute Forest Products, offer for Fibrek Inc. have been satisfied and the company has taken up and accepted for payment the 60,831,859 shares deposited as of 11:59 p.m. on April 11. The tendered shares represent approximately 46.8 per cent of the currently outstanding Fibrek shares. As aggregate consideration for the shares, Resolute will distribute approximately 1.7 million newly issued shares of its common stock and $33.5-million in cash through RFP Acquisition Inc., a wholly owned subsidiary. The company also announced that the Bureau de revision et decision (Quebec) has issued an order to cease trade, effective immediately, Fibrek's second shareholder rights plan, which its board adopted on April 11. In addition, in order to allow additional Fibrek shareholders to participate, the company announced that it has extended the expiry time for its offer to 5 p.m. on April 23. As further described in the offer circular and other ancillary documentation related to the offer (as amended), Resolute intends to carry out a second-step transaction to acquire the Fibrek shares not deposited in the offer. 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 Dec. 15, 2011, on SEDAR. The offer will expire at 5 p.m. (Eastern Time) on April 23, 2012, unless it is extended by Resolute. 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 e-mail at askus@georgeson.com. We seek Safe Harbor. Link to comment Share on other sites More sharing options...
alertmeipp Posted April 12, 2012 Share Posted April 12, 2012 http://business.financialpost.com/2012/04/12/fibrek-battle-heats-up/ Sigh...Prem Prem Prem. Link to comment Share on other sites More sharing options...
lessthaniv Posted April 12, 2012 Author Share Posted April 12, 2012 http://business.financialpost.com/2012/04/12/fibrek-battle-heats-up/ Sigh...Prem Prem Prem. see above. this article was obviously constructed and printed before last nights events. imo, as I've been saying the Mercer offe would appear to be dead assuming Steelhead now tenders under the extension. Link to comment Share on other sites More sharing options...
T-bone1 Posted April 12, 2012 Share Posted April 12, 2012 Am I the only one dumb/naive/not-paranoid-enough to think that Steelhead will absolutely not tender? Maybe the $1.40 bid was primarily meant to help them with their decision . . . Also, I had thought there was some provision in the orginial FFH/Pabrai lock-up that required a certain amount of shares to be tendered, otherwise the lock-up was broken. Is this wrong? They obviously meant to put the company into play, and I can't beleive they would leave themselves no ability to accept a higher offer. Link to comment Share on other sites More sharing options...
alertmeipp Posted April 12, 2012 Share Posted April 12, 2012 I like the subject of the news - I hate all these dirty tactics. The $1.4 offer will likely get withdraw if ABH got the 50%, shareholders like me can only choose between $1 ABH offer, sell now, or hold on and see how ABH will rip us off. Link to comment Share on other sites More sharing options...
alertmeipp Posted April 12, 2012 Share Posted April 12, 2012 Man, what has FBK management done to make P, P and O so pissed off they are willing to lock up with 1$. Or what synergy $ ABH can get with FBK... ? Link to comment Share on other sites More sharing options...
T-bone1 Posted April 12, 2012 Share Posted April 12, 2012 how does this affect Steelhead? article 6 of the lockup agreement: (vi) not acquire any additional number of Fibrek Shares or securities convertible into or exchangeable for Fibrek Shares, except, in the case of Pabrai and Oakmont, in compliance with the Exchange Act http://www.resolutefp.com/layout.aspx?pageid=138&id=0001193125-12-017100&doc=1&page=81&compId=216460&isDetail=true Will someone remind me why it would be in steelhead's interest to tender? Link to comment Share on other sites More sharing options...
alertmeipp Posted April 12, 2012 Share Posted April 12, 2012 STEELHEAD owns tons of ABH... so I think only if u own ABH, it makes sense to tender to ABH.. looks like that legal http://www.investorpoint.com/stock/ABH-AbitibiBowater/insider/STEELHEAD+NAVIGATOR+MASTER%252C+L%252EP%252E/all+types/ http://www.investorpoint.com/stock/ABH-AbitibiBowater/insider/STEELHEAD+PARTNERS+LLC/all+types/ Link to comment Share on other sites More sharing options...
Cardboard Posted April 12, 2012 Share Posted April 12, 2012 The rights/warrants thing was to force ABH to come up with a stronger offer than the $1.30 IMO. Now that MERC is willing to pay $1.40 and with ABH stock down significantly and not showing any willingness to improve their offer why not dropping the rights plan? All shareholders except the locked up/ABH would tender and ABH would have to decide if it wants to be a minority shareholder holding FBK. Now that they have accepted the 40 some % of shares, they are just one big shareholder. I guess that is what will happen if the courts keep saying no to the dilutive rights maneuver. Then Steelhead will tender to MERC since they own all of these companies. IMO, they are just trying to extract as much as possible at the moment. Cardboard Link to comment Share on other sites More sharing options...
FFHWatcher Posted April 12, 2012 Share Posted April 12, 2012 Isn't the larger question, 'Why would anyone trust the Canadian Securities Regulator and therefore why would anyone invest in Canadian securities if insiders that control both the buyer and the seller are permitted to force approx. 50% of the shareholders to accept an offer that is 40% below a competing offer? If Fairfax wants to sell their FBK shares to Abitibi for $1., go right ahead, although I am not sure FFH shareholders would be pleased (however, FFH investment team has proven themselves, so I will assume they did what was best at the time). If you (ABH) then uses those shares to force other INDEPENDENT shareholders to tender to a $1.00 offer and essentially KILL the MERC $1.40 offer, than that is a complete disservice to (minority) shareholders everywhere. Link to comment Share on other sites More sharing options...
alertmeipp Posted April 12, 2012 Share Posted April 12, 2012 Anyone care to speculate what is going to happen next? ABH is now own 46% of FBK. What will MERC do, the best they can do is get that 53%... Assume steelhead tender to ABH, ABH owns over 50% then what? I don't think anyone else will tender to ABH at $1. So they still won't have the control until they replace the management and board eventually... (I assume ABH is not going to take 40% profit to tender to MERC :)) This is so bizarre. Link to comment Share on other sites More sharing options...
FFHWatcher Posted April 12, 2012 Share Posted April 12, 2012 Anyone care to speculate what is going to happen next? ABH is now own 46% of FBK. What will MERC do, the best they can do is get that 53%... Assume steelhead tender to ABH, ABH owns over 50% then what? I don't think anyone else will tender to ABH at $1. So they still won't have the control until they replace the management and board eventually... (I assume ABH is not going to take 40% profit to tender to MERC :)) This is so bizarre. Why wouldn't Abitibi counter offer at $0.90, maybe even $0.85, push it through the Canadian legal system, get FFH and Pabrai and Oakmont to sign a revised super Hard lock up and Bob's your uncle. Savings would pay for ABH legal fees. Link to comment Share on other sites More sharing options...
FFHWatcher Posted April 12, 2012 Share Posted April 12, 2012 (I assume ABH is not going to take 40% profit to tender to MERC :)) This is so bizarre. Anyone who pays a 'fair' price for something and is offered 40% more the next day and decides not to take it, would be considered...what? Unless of course, $1.00 is WAY below a fair price? No way ABH will take $1.40 from MERC and, unfortunately, I doubt MERC wants to be in partnership with ABH, although I know of no competition between the two. Maybe??? Why not?? Perhaps ABH needed to pay $1. for about half the shares and is now willing to pay $1.40 for the remaining half (via matching MERC offer)? It would seem fair from a minority shareholders position and save ABH from paying $1.40 on 50% of the shares. FFH, Pabrai and Oakmont would get screwed a bit...but they're the ones who signed the hard lock up. Steelhead would want $1.40...after all, money is money, even if you own, MERC, ABH and FBK (not sure if that is a mess for Steelhead or brilliant?). I think only a corporate lawyer would have true insight into this, the rest of us are guessing with a conflict of interest. Link to comment Share on other sites More sharing options...
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