Resolute Forest Products Inc. (“Resolute”) completed the first step of its acquisition of Fibrek Inc. (TSX:FBK) (“Fibrek”) by way of an unsolicited takeover bid launched on December 15, 2011 (the “Offer”). The Offer was supported by three significant locked-up shareholders of Fibrek holding, directly or indirectly, approximately 46 per cent of Fibrek's issued and outstanding shares. Pursuant to the Offer, Resolute acquired an aggregate of 96,986,011 common shares of Fibrek representing approximately 74.6 per cent of the issued and outstanding shares of Fibrek. Fibrek has convened a special meeting of its shareholders to be held on July 23, 2012, for the purpose of considering an arrangement with a wholly owned subsidiary of Resolute which, if approved by Fibrek's shareholders, will allow Resolute to acquire all of the issued and outstanding Fibrek shares it does not already own.
As consideration for the Fibrek shares deposited to the Offer, Fibrek shareholders were entitled to receive, at their election, either $0.55 per share in cash plus 0.0284 of a share of common stock of Resolute, or $1.00 per share in cash, subject to proration, or 0.0632 of a share of Resolute's common stock, subject to proration.
Resolute was represented by in-house counsel Jacques Vachon, Stéphanie Leclaire, Rémi Lalonde and Sophie Rossignol and assisted by external counsel Norton Rose Canada LLP with a team comprising Francis Legault, Steve Malas, Elliot Shapiro, Ava Yaskiel, Marie-Claude Mailloux, Anna-Isabelle Morency-Botello and Marie-Noël St-Hilaire (securities, corporate/M&A); Robert Borduas and Michèle Friel (banking); Derek Chiasson (tax) and Denis Gascon and Thierry Dorval (competition); and Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team that included Ted Maynard, Toby Myerson, Scott Grader, Gord Cruess, Akiko Okuma and Phil Savard.
Fibrek was represented by in-house counsel Emmanuelle Lamarre-Cliche and assisted by Steeve Robitaille, Pierre-Yves Leduc, Marie-Ève Ferland and Amy Chao of Stikeman Elliott LLP.