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EX-99.2 - EXHIBIT 99.2 - Resolute Forest Products Inc.d331663dex992.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 12, 2012

 

 

ABITIBIBOWATER INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-33776   98-0526415

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

AbitibiBowater Inc.

111 Duke Street, Suite 5000

Montreal, Quebec, Canada

  H3C 2M1
(Address of principal executive offices)   (Zip Code)

(514) 875-2160

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 8.01. OTHER EVENTS.

In connection with their offer to acquire all of the issued and outstanding common shares of Fibrek Inc. (“Fibrek”) made by, and subject to the terms and conditions set forth in, the Offer to Purchase and Circular dated December 15, 2011, as supplemented and amended by a first Notice of Variation dated January 9, 2012, by a first Notice of Variation and Extension dated January 20, 2012, by a second Notice of Variation and Extension dated February 13, 2012, by a third Notice of Variation and Extension dated February 23, 2012, by a fourth Notice of Variation and Extension dated March 9, 2012, by a first Notice of Change, Variation and Extension dated March 19, 2012, by a fifth Notice of Variation and Extension dated March 21, 2012 and by a second Notice of Change, Variation and Extension dated April 1, 2012 (the “Offer”), on April 12, 2012, AbitibiBowater Inc., doing business as Resolute Forest Products (“Resolute”), and RFP Acquisition Inc., an indirect wholly-owned subsidiary of Resolute (together, the “Offerors”):

 

  (i) announced via press release:

 

   

that all applicable conditions to the Offer have been satisfied and that they have taken up and accepted for payment the 60,831,859 shares deposited as of 11:59 p.m. on April 11, 2012, representing approximately 46.8% of the currently outstanding Fibrek shares, and that, as aggregate consideration for the shares, Resolute will distribute approximately 1.7 million newly-issued shares of its common stock and CAD$33.5 million in cash through RFP Acquisition Inc.;

 

   

that the Bureau de révision et décision (Québec) has issued an order to cease trade, effective immediately, Fibrek’s second shareholder rights plan, which its board adopted on April 11, 2012;

 

   

that they were amending the terms of the Offer to extend the expiry time of the Offer to 5:00 p.m. (Eastern Time) on April 23, 2012, as more fully described in Resolute’s press release, dated April 12, 2012, and the Offerors’ Notice of Variation and Extension, dated April 12, 2012, each of which is filed as an exhibit hereto;

 

  (ii) gave written notice of such amendment and extension to the depository for the Offer, Canadian Stock Transfer Company Inc.; and

 

  (iii) issued and filed on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (“SEDAR”) a Notice of Variation and Extension, dated April 12, 2012, amending the Offer to extend the expiry time of the Offer to 5:00 p.m. (Eastern Time) on April 23, 2012.

Resolute is providing the following additional information in connection with the above matters:

 

   

Resolute’s press release, dated April 12, 2012, announcing the extension of the Offer, the decision of the Bureau de révision et décision (Québec) and the taking up and acceptance for payment by the Offerors of the 60,831,859 shares deposited as of 11:59 p.m. on April 11, 2012 (incorporated herein by reference to Resolute’s Form 425 filing, dated April 12, 2012); and

 

   

the Offerors’ Notice of Variation and Extension, dated April 12, 2012 (filed herewith as Exhibit 99.2).

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

Exhibit
No.

  

Description

99.1    Resolute Forest Products press release dated April 12, 2012, incorporated herein by reference to Resolute’s Form 425 filing, dated April 12, 2012
99.2    Resolute Forest Products Notice of Variation and Extension dated April 12, 2012


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ABITIBIBOWATER INC.
Date: April 12, 2012     By:  

/s/ Jacques P. Vachon

    Name:   Jacques P. Vachon
    Title:   Senior Vice President and Chief Legal Officer


INDEX OF EXHIBITS

 

Exhibit
No.

  

Description

99.1    Resolute Forest Products press release dated April 12, 2012, incorporated herein by reference to Resolute’s Form 425 filing, dated April 2, 2012
99.2    Resolute Forest Products Notice of Variation and Extension dated April 12, 2012