MONTREAL, May 9, 2012 /CNW Telbec/ - 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.
