Friday, March 30, 2012
Monday, February 13, 2012
Resolute looks to block Mercer purchase of Fibrek
AbitibiBowater Inc., doing business as Resolute Forest Products, has applied to the Bureau de décision et de révision (Québec), the administrative tribunal with statutory jurisdiction in securities law and regulatory matters in Quebec, for an order to cease trade the proposed offer by Mercer International Inc. to acquire all of the issued and outstanding common shares of Fibrek Inc.
Fibrek and Mercer announced the offer on February 10.
A Resolute offer to purchase all of Fibrek’s common stock was to expire today, but, three days after the announced purchase by Mercer, Fibrek announced that it would extend its offer until February 23. A source at Phoenix Advisory Partners, Fibrek’s information agent, told The Paper Stock Report this afternoon that Resolute’s offer was off the table.
“They were outbid (by Mercer),” he said.
A call to Resolute was not returned.
In its application, Resolute requested that the Bureau exercise its public interest jurisdiction to cease trade the offer on the basis, among other things, that it includes an improperly discounted and dilutive private placement of warrants and an unreasonable break fee. Resolute requested that the Bureau hear its application on an expedited basis, and will argue that these measures are unlawful and inappropriate defensive measures to Resolute's offer.
Mercer announced on February 10 that it had entered into a support agreement with Fibrek through which Mercer will acquire all of the issued and outstanding common shares of Fibrek by way of a take-over bid. Pursuant to the Offer, Fibrek shareholders will have the ability, on an individual basis, to elect to receive:
C$1.30 in cash per Fibrek Share;
0.1540 of a share of Mercer's common stock per Fibrek Share; or
C$0.54 in cash plus 0.0903 of a Mercer Share per Fibrek Share, subject to proration necessary to effect maximum aggregate cash consideration of C$70 million and maximum aggregate share consideration of 11,741,496 Mercer Shares.
The offer provides for consideration of C$1.30 per Fibrek Share or total consideration of about C$170 million for the Fibrek Shares, representing a premium of 30 percent over the unsolicited insider bid made by AbitibiBowater Inc., 81 percent over the closing price of the Fibrek Shares on November 28, 2011, the date of announcement of the Abitibi Bid, and 70 percent over the volumeweighted average trading price of the Fibrek Shares on the Toronto Stock Exchange for the 20 trading days ending on such date.
The board of directors of Fibrek, after consulting with its financial and legal advisers, has unanimously approved entering into the Support Agreement and unanimously recommends that Fibrek shareholders tender to the offer. Fibrek's board of directors has received a fairness opinion from Fibrek's financial advisor, TD Securities Inc., that the consideration offered by Mercer for the Fibrek Shares under the Offer is fair, from a financial point of view, to the Fibrek shareholders (other than shareholders that entered lock-up agreements in connection with the Abitibi Bid). In addition, in conjunction with the Support Agreement, certain directors and officers of Fibrek have entered into lock-up agreements with Mercer.
"We are pleased to have the full support of Fibrek's board of directors for a transaction that we believe will deliver significant benefits to both companies' customers, employees and shareholders,” said Jimmy S.H. Lee, president and CEO of Mercer. “The acquisition of Fibrek clearly fits within our strategy of focusing on world-class production assets that produce high quality pulp.
Additionally, the ability of Fibrek's St. Felicien mill to produce and sell surplus renewable energy is in line with our goal of increasing our revenues from energy sales. We believe that Fibrek's mills are complementary to our existing operations and we feel that, through active management, the acquisition of Fibrek will generate increased value for our shareholders."
The Support Agreement provides for, among other things, a non-solicitation covenant on the part of Fibrek, subject to customary "fiduciary out" provisions, a right in favor of Mercer to match any superior proposal and a termination fee of C$8.5 million payable to Mercer in certain circumstances, including if Fibrek accepts a superior proposal. The offer is expected to be made pursuant to a take-over bid circular and related documents to be mailed to Fibrek shareholders in accordance with applicable laws.
The Mercer Shares to be issued under the Offer will be registered pursuant to a registration statement on Form S-4 (the "Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "SEC"). The offer will be open for acceptance for a period of not less than 35 days from its commencement and may be extended from time to time. The offer will be subject to customary conditions, including, among other things, there being deposited under the offer, and not withdrawn at the expiry date, at least 50.1 percent of the Fibrek Shares, receipt of requisite regulatory consents, the Registration Statement being declared effective by the SEC and the absence of a material adverse change with respect to Fibrek.
Mercer intends to hold a special meeting of its shareholders in order to obtain shareholder approval of the issuance of the Mercer Shares, as required under the rules of the NASDAQ Global Market. In connection with such approval, Mercer has entered into voting support agreements with two institutional shareholders and its president and CEO, who collectively hold, directly or indirectly, about 44 percent of the outstanding Mercer Shares, to vote all of their Mercer Shares in favor of the Shareholder Approval.
Fibrek and Mercer announced the offer on February 10.
A Resolute offer to purchase all of Fibrek’s common stock was to expire today, but, three days after the announced purchase by Mercer, Fibrek announced that it would extend its offer until February 23. A source at Phoenix Advisory Partners, Fibrek’s information agent, told The Paper Stock Report this afternoon that Resolute’s offer was off the table.
“They were outbid (by Mercer),” he said.
A call to Resolute was not returned.
In its application, Resolute requested that the Bureau exercise its public interest jurisdiction to cease trade the offer on the basis, among other things, that it includes an improperly discounted and dilutive private placement of warrants and an unreasonable break fee. Resolute requested that the Bureau hear its application on an expedited basis, and will argue that these measures are unlawful and inappropriate defensive measures to Resolute's offer.
Mercer announced on February 10 that it had entered into a support agreement with Fibrek through which Mercer will acquire all of the issued and outstanding common shares of Fibrek by way of a take-over bid. Pursuant to the Offer, Fibrek shareholders will have the ability, on an individual basis, to elect to receive:
C$1.30 in cash per Fibrek Share;
0.1540 of a share of Mercer's common stock per Fibrek Share; or
C$0.54 in cash plus 0.0903 of a Mercer Share per Fibrek Share, subject to proration necessary to effect maximum aggregate cash consideration of C$70 million and maximum aggregate share consideration of 11,741,496 Mercer Shares.
The offer provides for consideration of C$1.30 per Fibrek Share or total consideration of about C$170 million for the Fibrek Shares, representing a premium of 30 percent over the unsolicited insider bid made by AbitibiBowater Inc., 81 percent over the closing price of the Fibrek Shares on November 28, 2011, the date of announcement of the Abitibi Bid, and 70 percent over the volumeweighted average trading price of the Fibrek Shares on the Toronto Stock Exchange for the 20 trading days ending on such date.
The board of directors of Fibrek, after consulting with its financial and legal advisers, has unanimously approved entering into the Support Agreement and unanimously recommends that Fibrek shareholders tender to the offer. Fibrek's board of directors has received a fairness opinion from Fibrek's financial advisor, TD Securities Inc., that the consideration offered by Mercer for the Fibrek Shares under the Offer is fair, from a financial point of view, to the Fibrek shareholders (other than shareholders that entered lock-up agreements in connection with the Abitibi Bid). In addition, in conjunction with the Support Agreement, certain directors and officers of Fibrek have entered into lock-up agreements with Mercer.
"We are pleased to have the full support of Fibrek's board of directors for a transaction that we believe will deliver significant benefits to both companies' customers, employees and shareholders,” said Jimmy S.H. Lee, president and CEO of Mercer. “The acquisition of Fibrek clearly fits within our strategy of focusing on world-class production assets that produce high quality pulp.
Additionally, the ability of Fibrek's St. Felicien mill to produce and sell surplus renewable energy is in line with our goal of increasing our revenues from energy sales. We believe that Fibrek's mills are complementary to our existing operations and we feel that, through active management, the acquisition of Fibrek will generate increased value for our shareholders."
The Support Agreement provides for, among other things, a non-solicitation covenant on the part of Fibrek, subject to customary "fiduciary out" provisions, a right in favor of Mercer to match any superior proposal and a termination fee of C$8.5 million payable to Mercer in certain circumstances, including if Fibrek accepts a superior proposal. The offer is expected to be made pursuant to a take-over bid circular and related documents to be mailed to Fibrek shareholders in accordance with applicable laws.
The Mercer Shares to be issued under the Offer will be registered pursuant to a registration statement on Form S-4 (the "Registration Statement") to be filed with the U.S. Securities and Exchange Commission (the "SEC"). The offer will be open for acceptance for a period of not less than 35 days from its commencement and may be extended from time to time. The offer will be subject to customary conditions, including, among other things, there being deposited under the offer, and not withdrawn at the expiry date, at least 50.1 percent of the Fibrek Shares, receipt of requisite regulatory consents, the Registration Statement being declared effective by the SEC and the absence of a material adverse change with respect to Fibrek.
Mercer intends to hold a special meeting of its shareholders in order to obtain shareholder approval of the issuance of the Mercer Shares, as required under the rules of the NASDAQ Global Market. In connection with such approval, Mercer has entered into voting support agreements with two institutional shareholders and its president and CEO, who collectively hold, directly or indirectly, about 44 percent of the outstanding Mercer Shares, to vote all of their Mercer Shares in favor of the Shareholder Approval.
IP to sell three mills, Mercer makes offer for Fibrek
International Paper will divest three containerboard mills in California and Tennessee as part of an agreement with the U.S. Department of Justice (DOJ) over the acquisition of Temple-Inland. The three mills have a combined containerboard production capacity of 970,000 tons. The agreement calls for the sale of the mills within four months, with the possibility of two 30-day extensions.
Meanwhile, the president and CEO of Fibrek Inc. has endorsed a takeover offer from Mercer International Inc. Fibrek suitor Resolute Forest Products responded by upping its previous offer for the company. Along with a paper mill in Quebec, Fibrek operates two recycled pulp mills in Michigan and West Virginia.
Fibrek also has announced five weeks of downtime at its Fairmont, W. Va. mill.
For complete details, visit Paper Recycling Online.
Meanwhile, the president and CEO of Fibrek Inc. has endorsed a takeover offer from Mercer International Inc. Fibrek suitor Resolute Forest Products responded by upping its previous offer for the company. Along with a paper mill in Quebec, Fibrek operates two recycled pulp mills in Michigan and West Virginia.
Fibrek also has announced five weeks of downtime at its Fairmont, W. Va. mill.
For complete details, visit Paper Recycling Online.
Friday, February 10, 2012
Scrap paper exports top 23 million tons in 2011
As projected by The Paper Stock Report, U.S. exports of recovered paper set a new record in 2011, approaching 23.2 million tons, based on trade data released today by the U.S. Commerce Department, Bureau of the Census. Following a slackening in export volume during November, U.S. exporters shipped more than 2 million tons of scrap paper in December, falling just shy of the record monthly volume shipped in April 2011.
Exports in 2011 topped 2010 exports by about 12 percent. Shipments to China, which accounted for about 62 percent of the total, were up 22.8 percent, meaning that taking Chinese-bound tonnage out of the equation, exports to all other markets were down compared to 2010.
Scrap paper export sales in 2011 totaled almost $3.8 billion.
Full details and analysis will be published soon in The Paper Stock Report.
Exports in 2011 topped 2010 exports by about 12 percent. Shipments to China, which accounted for about 62 percent of the total, were up 22.8 percent, meaning that taking Chinese-bound tonnage out of the equation, exports to all other markets were down compared to 2010.
Scrap paper export sales in 2011 totaled almost $3.8 billion.
Full details and analysis will be published soon in The Paper Stock Report.
Wednesday, February 8, 2012
November scrap paper exports lowest since February 2011; annual record still broken
U.S. scrap paper exports in November reached the lowest volume
since February 2011, while the average price of the material shipped was
the lowest since September 2010, based on trade data from the U.S.
Department of Commerce, Bureau of the Census. Despite that, the 21.1
million tons of scrap paper shipped through November was enough to break
at the annual record of 21 million tons exported during the full year
of 2009.
At the pace set through November, exports for December
are projected to exceed 23 million tons. The Census Bureau is expected
to publish final 2011 data by mid-February.
The drop in price and
export volume came a month after traders reported a massive plunge in
domestic prices and weak export demand.
Find out more about the current market for recovered paper from The Paper Stock Report.
Friday, January 13, 2012
October scrap paper export numbers surprisingly strong
By Ken McEntee
Recovered
paper export statistics from the U.S. Department of Commerce fly in the
face of reports of a weak export market in October. Traders in October
cited declining exports as a partial cause of eroding prices, including a
massive drop of $100 per ton for Sorted Office Paper (SOP) within a
month and a milder drop in Old Corrugated (OCC) prices.
October
trade data from the Commerce Department’s Census Bureau show a 30
percent increase exports of chemical deinking grades compared to
September shipments, along with a flat month-to-month average price.
Overall,
exports in October were up almost 4 percent, to 1.9 million tons, while
the average price for all grades were up 2.6 percent, to an average of
$165.68 per ton. For the first 10 months of the year, exports were up
13.4 percent, to 19.3 million tons, while the average price was up 4
percent. Sales for the year were up 18 percent, to almost $3.2 billion.
October surprise
While the October free-fall was mainly attributed to domestic markets, a weak export market also was cited.
Traders
in October attributed the whopping drop in SOP prices mainly to Georgia
Pacific, which first announced at mid-month that it was dropping its
SOP and Coated Book Stock (CBS) prices to $150 a ton, representing a
drop of about $100 per ton within a four-week period. Other mills
followed. Canadian buyers like Kruger and Cascade were the only
holdouts, reportedly holding their prices closer to $200 per ton until
later in the month. Up to the GP announcement, other mills were already
buying at levels $30 to $50 below their September prices.
Mill
inventories were reportedly very high, but traders also noted that
lackluster overseas demand was contributing to declining prices.
Traders
also reported weakness in Chinese buying of OCC in October. Reportedly,
after placing orders early in the month Ralison International, which
buys for China’s Lee and Man Paper, reportedly has told suppliers not to
ship any more tonnage. Meanwhile, America Chung Nam, which supplies
China’s giant Nine Dragons Paper, was reportedly issuing purchase order
with the price “to be determined.”
Commerce statistics show a 2
percent decline in OCC exports to China during October, along with a 4
percent increase in the average price of OCC shipped to China. Judging
by traders’ reports, November trade data should indicate a much larger
reduction in exports to China, along with a heavy drop in price.
Traders
reported that OCC was moving to China from Los Angeles for about $245
per short ton, delivered to major Chinese ports. After a weeklong
Chinese holiday at the beginning of October, the price was reported at
about $220 per ton including shipping.
According to what appear
to be undervalued prices reported by the Commerce Department, OCC
exports to China averaged $130.81 per ton in September and $136.07 per
ton in October. Commerce trade data indicates FAS value, including the
value of recovered paper to the dock and transportation to the dock, but
not including costs of loading and handling at the port, nor ocean
freight.
October exports
According to Commerce
Department data, all major grade categories of recovered paper improved
from September to October except old newspapers (ONP). Meanwhile, prices
were up for all grades except mixed paper, which dropped 2.6 percent,
and chemical deinking grades, which remained just a quarter dollar below
September levels.
* Despite chaos in the U.S. market, commerce
reported a 30 percent increase in exports of chemical deinking grades,
from 41,000 tons in September to 54,000 tons in October. The average
price if deinking grades was at an average of $254.25 per ton in
October. A 42 percent, 4,300-ton drop in deinking grade exports to China
was more than offset by a 136 percent gain in shipments to India, from
6,100 tons in September to 15,000 tons in October. Exports to Canada
were up 56 percent, from 6,000 tons in September to 9,300 tons in
October. Exports to Mexico were relatively flat, falling 1.4 percent in
October, to 3,800 tons. Among moderately-sized markets ranging between
2,300 and 3,300 tons, exports to the Netherlands were up 109 percent; El
Salvador up 116 percent; South Korea up 68 percent, Italy up 31
percent, and Japan up 37 percent.
* Along with the 30 percent
increase in deinking grade exports, October shipments of pulp
substitutes were up 2.2 percent, with a 1.2 percent increase in price,
to an average of $232.92 per ton. Exports to Mexico tanked, dropping 20
percent, from 44,200 tons in September to 35,400 tons in October.
However, that 8,900-ton drop was offset by an 8,900-ton improvement in
shipments to China, from 85,300 tons in September to 94,200 tons in
October. Exports to El Salvador were up 78 percent, from 2,800 tons in
September to 5,000 tons in October.
* OCC exports in
October were up 1.2 percent, with a 5 percent improvement in price, to
an average of $155.09 per ton. Exports to China were down 1.7 percent,
from 696,000 tons in September to 684,000 tons in October, a difference
of 12,000 tons. However, that loss was offset by increased exports to
India, Indonesia and Vietnam. Exports to India were up 10 percent, or
5,000 tons, to 56,000 tons. Exports to Indonesia were up 79 percent, or
3,400 tons, to 7,800 tons. Shipments to Vietnam were up 97 percent, from
3,100 tons in September to 6,100 tons in October.
* Following
deinking grades, mixed paper exports showed the greatest improvement in
October, at 13 percent above the September number. Mixed paper prices,
however, were down 2.6 percent, to an average of $158.80 per ton.
Shipments boomed in October to China, India and South Korea. Exports to
China were up 10 percent, or 20,000 tons, to 218,000 tons. Exports to
India were up 52 percent, or 12,500 tons, to 37,000 tons. Exports to
South Korea were up 39 percent, or 11,500 tons, to 41,000 tons. On the
downside, exports to Indonesia were down 41 percent, or 7,700 tons, to
11,200 tons.
* Exports of groundwood, overall, were down less
than 1 percent in October. While ONP exports were down 6.4 percent,
exports of other groundwood grades were up 4.2 percent. ONP prices were
up 3.8 percent, to an average of $163.45 per ton, while prices of other
groundwood were up 1.8 percent, to an average of $151.86 per ton.
*
ONP exports to China, the dominant market for the grade, were up less
than 1 percent, to 120,000 tons. Shipments to Mexico strengthened in
October, improving by 28 percent, or 3,400 tons, to 15,000 tons.
However, the grade was hurt by a 23 percent, 7,900-ton decline in
exports to Canada.
* China’s imports of other groundwood grades
were up 7 percent, or 14,000 tons, to 216,000 tons. After China, the
next largest market was South Korea, at 14,600 tons, a 12 percent
decline compared to September. Exports to Canada were down 26 percent,
or 2,400 tons, to 6,900 tons.
* Improved shipments to China and
India were responsible for the overall improvement in October exports.
Exports of all grades to China were up 2 percent, or 28,000 tons, to 1.3
million tons. Exports to India were up 24 percent, or 24,000 tons, to
125,000 tons, making India the second largest market for the month.
Canada showed the largest September-to-October reduction in tonnage, at
7,600 tons, an 8 percent decline to a total of 88,000 tons.
Year through October
At
almost 19.3 million tons shipped, the annual record of 20,975,455 tons
shipped in 2009 may have been surpassed during November. The average FAS
price of $162.63 per ton for all grades will most likely top last
year’s record of $157.99 per ton. Through October, exports of all grades
were up significantly except for mixed paper and ONP. Meanwhile, prices
were better for all grades except OCC and groundwood other than ONP.
*
Led by China, OCC exports were up 34 percent in 2011 relative to the
same time in 2010. Shipments to China were up 54 percent, or 2.3 million
tons, to 6.7 million tons for the year, representing 78 percent of all
OCC shipped, and equating to 29,000 shipping containers per month.
Through October 2010, China accounted for 67 percent of all OCC exports.
Subtracting tonnage to China, OCC exports to all other markets through
October would be down 9 percent.
The next largest market after
China was India, at 538,000 tons, representing a 1 percent increase
compared to the same time in 2010. Following China, the strongest growth
has been in exports to Vietnam, which were up 69 percent, or 24,000
tons, to a total of 60,000 tons. On the downside, OCC exports to Ecuador
were down 76 percent, or 71,000 tons, from 93,000 tons through October
2010 to 22,000 tons through October 2011. Exports to Mexico were down 12
percent, or 53,000 tons, to 400,000 tons, while shipments to Indonesia
were down 50 percent, to 46,000 tons. Shipments to Argentina and Chile
were down about 18,000 tons each. OCC accounted for 44.6 percent of all
scrap paper exports, up from 37.9 percent a year earlier.
* Mixed
paper exports through October were down 10 percent, while the average
price jumped 14 percent, to $159.11 per ton. The drop was due to a 16
percent, 384,000-ton reduction on mixed paper shipments to China, from
2.6 million tons through October 2010 to 2.1 million tons in 2011, as
Chinese mills tended to buy more OCC instead of attempting to sort
contaminated residential mixed paper. Exports to Italy also were down
heavily for the year – a drop of 62 percent, from 91,000 tons through
October 2010 to 34,000 tons. Exports to South Korea, the second largest
market for mixed paper, were down 6 percent, or 31,000 tons, to 501,000
tons. Shipments to Mexico were up 18 percent, or 27,000 tons, for a
total of 176,000 tons, while exports to Thailand were up 36 percent, or
26,000 tons, for a total of 97,000 tons. Mixed paper accounted for 19.6
percent of all exports, down from 24.6 percent a year earlier.
*
ONP exports were down 13 percent through October, with a 10 percent
increase in price, to an average of $159.43 per ton. ONP exports to
China, the largest market for the grade, were up 11 percent, to almost
1.2 million tons. But that 114,000-ton gain was a fraction of the
reduced volume shipped to Mexico, Canada and Indonesia. ONP exports to
Mexico were down 63 percent, or 351,000 tons, from 555,000 tons through
October 2011 to 204,000 tons through October 2011. Exports to Canada
were down 32 percent, or 119,000 tons, to 251,000 tons, while shipments
to Indonesia were down 73 percent, or 92,000 tons, to 34,000 tons. ONP
accounted for 10 percent of all scrap paper shipped, down from 13.1
percent a year earlier.
* Meanwhile, exports of groundwood other
than ONP were up 30 percent, with a 1 percent drop in price, to an
average of $144.99 per ton. Like for ONP, China is the dominant market
for other groundwood, pulling in 83 percent of the total. Exports to
China through October were up 45 percent, from 1.5 million tons through
October 2010 to 2.1 million tons in 2011. Exports to South Korea were up
77 percent, or 76,000 tons, from 98,000 tons to 173,000 tons. Shipments
to Mexico were down 57 percent, from 201,000 tons through October 2010
to 86,000 tons, while exports to Canada were down 27 percent, from
120,000 tons to 88,000 tons. Groundwood grades accounted for 13.3
percent of all exports, up from 11.7 percent a year earlier.
*
Exports of chemical deinking grades through October were up 15 percent,
while showing a 2 percent gain in price, to an average of $259.80 per
ton. India, Italy and Japan mainly led the surge. Deinking grade exports
to India were up 37 percent, or 27,000 tons, to 99,000 tons, making
India the leading market for the grade. Shipments to Italy were up 126
percent, from 12,000 tons through October 2010 to 27,000 tons. Exports
to Japan were up 86 percent, from 12,000 tons to 22,000 tons. Exports to
Canada, the largest market for deinking grades at the same time a year
earlier, were down 15 percent, or 15,000 tons, to 86,000 tons. Exports
to Vietnam and the Philippines also were down significantly. Deinking
grades accounted for 2.8 percent of all exports, the same as a year
earlier.
* Exports of pulp substitutes were up 10 percent through
October, while the average price was up 7.8 percent, to $216.12 per
ton. Like for deinking grades, shipments to India were the main driver.
Exports to India were up 145 percent, from 73,000 tons through October
2010 to 178,000 tons. Shipments to Italy were up from 10,500 tons to
92,000 tons. While deinking grade exports to Mexico were down through
October, shipments of pulp subs south of the border were up 15 percent,
or 51,000 tons, for a total of 400,000 tons. Improved volumes to those
markets more than offset a 5.4 percent, 55,000-tons reduction in
shipments of pulp subs to China, the largest market for the grade, at
958,000 tons. Exports to Canada were down 51 percent, from 49,000 tons
to 24,000 tons. Pulp subs accounted for 9.6 percent of all scrap paper
exports, down from 9.9 percent a year earlier.
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