Filing under Rule 425 under
the Securities Act of 1933
Filing by: Mercer International Inc.
Subject Company: Fibrek Inc.
SEC File No. of Mercer International Inc.: 000-51826
For Immediate Release
MERCER INTERNATIONAL INC. ANNOUNCES TSX APPROVAL
OF PRIVATE PLACEMENT WITH FIBREK
NEW YORK, NY, March 20, 2012 – Mercer International Inc. (Nasdaq: MERC, TSX: MRI.U) (“Mercer”) announced that the Toronto Stock Exchange has conditionally approved the private placement (the “Warrant Placement”) of special warrants (the “Warrants”) by Fibrek Inc. to Mercer.
Pursuant to the Warrant Placement, Mercer agreed to purchase 32,320,000 Warrants at a price of $1.00 per Warrant for total subscription proceeds of $32,320,000. The Warrants are convertible into common shares of Fibrek on a one-for-one basis. Conversion is automatic in certain events and otherwise at the option of Mercer. The Warrants are also redeemable, including by Fibrek, at their subscription price in certain events. The Warrant Placement remains subject to customary conditions.
On March 16, 2012, the Québec Court of Appeal granted AbitibiBowater Inc. leave to appeal the ruling of the Court of Québec in favour of Mercer and Fibrek given on March 9, 2012, which reversed the previous decision of the Bureau de décision et de révision (Québec) (the “Bureau”) dated February 23, 2012 to cease trade the Warrant Placement. The appeal is currently scheduled to be heard before the Québec Court of Appeal on March 22, 2012.
Any questions or requests for further information respecting the Mercer’s Offer should be directed to Laurel Hill Advisory Group Company, the information agent under Offer, at 1-877-304-0211 (toll free in North America) or 1-416-304-0211 (collect calls) or by email at assistance@laurelhill.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. Mercer has filed with the United States Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4, as amended, and Schedule 14A Proxy Statement in connection with the proposed transaction. INVESTORS AND SECURITYHOLDERS OF MERCER 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 will be available free of charge through the website maintained by the SEC at www.sec.gov or by calling the SEC at telephone number 800-SEC-0330. Such documents may also be obtained for free, once they have been filed with the SEC, on Mercer’s website at www.mercerint.com.
About Mercer
Mercer International Inc. is a global pulp manufacturing company. Mercer operates three NBSK pulp mills with a consolidated annual production capacity of 1.5 million tons. To obtain further information on the company, please visit its web site at www.mercerint.com.
Forward-Looking Statement
The preceding includes forward looking statements, including statements regarding our ability to complete the Warrant Placement, which involves known and unknown risks and uncertainties which may not prove to be accurate. Actual results and outcomes may differ materially from what is expressed or forecasted in these forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Among those factors which could cause actual results to differ materially are the following: uncertainties as to the satisfaction of the conditions to the Warrant Placement, the outcome of the Québec Court of Appeal’s decision or related proceedings, Fibrek’s ability to obtain any required consents and approvals in connection with the transaction, and other risk factors listed from time to time in our SEC reports.
| APPROVED BY:
Jimmy S.H. Lee Chairman & President (604) 684-1099 |
David M. Gandossi Executive Vice-President & Chief Financial Officer (604) 684-1099 |
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