Resolute Forest Products has announced its intention to acquire all the issued and outstanding common shares of Fibrek Inc. The offer of C$1 per share in cash, or C$0.55 in cash and 0.0284 of a Resolute Forest Products common share will expire on or before Dec. 31.
According to Resolute, the offer represents a premium of approximately 39% over the closing price of Fibrek's shares on Nov. 28, and a premium of approximately 31% over the volume-weighted average trading price of the shares on the Toronto Stock Exchange or the 20 trading days ending on that date.
The maximum amount of cash available will be approximately C$71.5 million, and the maximum number of Resolute shares to be issued will be approximately 3.7 million shares. Shareholders holding approximately 46% of Fibrek have already committed to tender their shares, according to Resolute.
"The acquisition of Fibrek is consistent with our strategy," said Richard Garneau, president and CEO of Resolute. “As we continue to focus on building a sustainable and profitable company, growth in expanding global pulp markets is the right move, at the right time, for Resolute Forest Products. The range of optimization opportunities that we expect from this acquisition will, over time, deliver value to our shareholders."
Noting that the unsolicited offer “appears opportunistic,” Fibrek has issued a statement urging its shareholders to delay taking any action until its board of directors can fully evaluate Resolute’s offer.
The board is evaluating other strategic alternatives, it said. "The consideration offered under the Resolute proposal does not capture Fibrek's true value for its shareholders," said Pierre Gabriel Côté, president and CEO of Fibrek.
Fibrek is a leading producer and marketer of high-quality virgin and recycled kraft pulp. The company operates three mills located in Saint-Félicien, Quebec; Fairmont, W.Va.; and Menominee, Mich. It supplies various sectors of the paper industry mainly in Canada, the United States and Europe. Fibrek trades on the Toronto Stock Exchange under FBK.
Resolute is a global supplier in the forest products industry with a diverse range of products, including newsprint, commercial printing papers, market pulp and wood products. Resolute 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 close to 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. BMO Capital Markets is acting as financial adviser to Resolute, while UBS is acting as financial adviser to a special independent committee of the board of Resolute.