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.