MONTREAL,
May 9, 2012 /PRNewswire/ -
AbitibiBowater Inc., doing business as Resolute Forest Products
(NYSE: ABH) (TSX: ABH), today announced that Fibrek Inc. (TSX: FBK)
and Resolute are cooperating on an orderly transition to Resolute's
effective control. The goal for both parties is to minimize any
disruption to Fibrek's key relationships, including its employees,
customers, suppliers and other partners.
Following the filing of Fibrek's first quarter
2012 consolidated interim financial statements with the Canadian
securities authorities, it announced that each member of the board
had stepped down, effective immediately. Resolute is pleased to
announce that the principal members of Fibrek's outgoing management
team, including Pierre Gabriel Côté, chief executive officer, and
Patsie Ducharme, chief financial
officer, have agreed to assist in the transition process as special
advisors until May 31, 2012.
"We're delighted to mark this important step in
the integration of Fibrek within the Resolute family," said
Richard Garneau, president and chief
executive officer. "While there remains work to be done, the spirit
of cooperation we've announced today means business as usual for
Fibrek's operations, customers, suppliers and other business
partners."
The departing members of Fibrek's board were
replaced by the following Resolute nominees: Michel Desbiens, Michel
Gagnon and Daniel Filion,
each of whom will serve as outside director, and Richard Garneau (chair), Jo-Ann Longworth and Jacques P. Vachon. Mr. Garneau is Resolute's
president and chief executive officer, Ms. Longworth is its senior
vice president and chief financial officer, and Mr. Vachon is its
senior vice president for corporate affairs and chief legal
officer.
This new Fibrek board appointed Richard Garneau as president and chief executive
officer, Alain Boivin as vice
president for operations, Jo-Ann
Longworth as vice president and chief financial officer and
Jacques P. Vachon as vice president
for legal affairs and corporate secretary. Messrs. Boivin, Garneau
and Vachon and Ms. Longworth are not entitled to additional
compensation for serving as either Fibrek officers or
directors.
Mr. Garneau added: "We've consistently said that
we would remain true to the three themes that underlie Resolute's
strategy: cost-effective operational excellence, disciplined use of
capital and strategic development. Increasing our capacity in the
growing global pulp market by adding these assets is consistent
with our strategy. Resolute is uniquely positioned to
generate additional value from these assets by completing their
integration."
Having acquired approximately 63.3% of the
currently outstanding shares of Fibrek as of May 4, Resolute also announced today that its
offer to acquire the remaining shares of Fibrek will NOT be further
extended and will expire definitively on May
17. 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. By tendering before
the final expiry time, remaining Fibrek shareholders will avoid the
risks associated with a potentially illiquid market until Resolute
can complete the second step transaction for the remaining Fibrek
shares, if at all.
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 expires at 5:00 p.m. (Eastern
time) on May 17,
2012.
BMO Capital Markets acted as Resolute's
financial advisor. Norton Rose
Canada and Paul, Weiss, Rifkind, Wharton & Garrison LLP
acted as Resolute's legal advisors.
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 21 pulp and paper mills
and 23 wood products 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
Forest Products, formerly doing business as AbitibiBowater, 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.
SOURCE RESOLUTE FOREST PRODUCTS