Abitibi-Consolidated Engages Soliciting Dealer Group for its Special Meeting of Shareholders
18 7월 2007 - 9:52PM
PR Newswire (US)
MONTREAL, July 18 /PRNewswire-FirstCall/ -- Abitibi-Consolidated
Inc. (NYSE: ABY; TSX: A) announced today that it has amended its
engagement letter with CIBC World Markets Inc. to provide that CIBC
World Markets will also act as soliciting dealer in connection with
the upcoming special meeting of Abitibi-Consolidated shareholders.
CIBC World Markets has undertaken to form and manage a soliciting
dealer group comprised of members of the Investment Dealer
Association of Canada to solicit proxies from Canadian retail
shareholders for the approval of the proposed combination with
Bowater Incorporated (NYSE: BOW; TSX: BWX). The members of the
soliciting dealer group will be paid a fee of $0.03 per
Abitibi-Consolidated common share owned by Canadian retail
shareholders for each proxy voted in favour of the proposed
combination with Bowater that is solicited by a member of the
soliciting dealer group. A minimum fee of $85.00 and a maximum fee
of $1,500.00 will be paid in respect of any one holder of a minimum
of 1,500 shares. Fees will only be payable for Abitibi-Consolidated
common shares voted in favour of the proposed combination with
Bowater after July 17, 2007 and if the combination is completed. As
previously announced, the special meeting of Abitibi-Consolidated
shareholders will be held at the Windsor, Salon Windsor, 1170 Peel
Street, Montreal, Quebec, at 10:00 a.m., Eastern Time on July 26,
2007. The combined company, which will be called AbitibiBowater
Inc., will be the 3rd largest publicly traded paper and forest
products company in North America and the 8th largest in the world.
AbitibiBowater will own or operate 32 pulp and paper facilities and
35 wood product facilities located mainly in Eastern Canada and the
Southeastern U.S. It will also be among the world's largest
recyclers of newspapers and magazines. About Abitibi-Consolidated
Inc. Abitibi-Consolidated is a global leader in newsprint and
commercial printing papers as well as a major producer of wood
products, serving clients in some 70 countries from its 45
operating facilities. Abitibi-Consolidated is among the largest
recyclers of newspapers and magazines in North America, diverting
annually approximately 1.7 million tonnes of waste paper from
landfills. Contacts: Investors: Media: Francesco Alessi Denis
Leclerc (514) 394-2341 (514) 394-3601 Forward-Looking Statements
-------------------------- Any statements made regarding the
proposed combination between Abitibi-Consolidated Inc. and Bowater
Incorporated, the expected timetable for completing the
combination, benefits or synergies of the combination, and other
statements contained in this news release that are not historical
fact are forward-looking statements that are based on management's
beliefs, certain assumptions and current expectations. These
statements may be identified by the use of forward-looking
terminology such as the words "expects," "projects," "intends,"
"believes," "anticipates" and other terms with similar meaning
indicating possible future events or actions or potential impact on
the businesses or shareholders of Abitibi-Consolidated and Bowater.
Such statements include, but are not limited to, statements about
future financial and operating results, Abitibi-Consolidated's and
Bowater's plans, objectives, expectations and intentions, the
markets for Abitibi-Consolidated's and Bowater's products, the
future development of Abitibi-Consolidated's and Bowater's
business, and the contingencies and uncertainties to which
Abitibi-Consolidated and Bowater may be subject and other
statements that are not historical facts. This news release also
includes information that has not been reviewed by either company's
independent auditors. There is no assurance the combination
contemplated in this news release will be completed at all, or
completed upon the same terms and conditions described. All
forward-looking statements in this news release are expressly
qualified by information contained in each company's filings with
regulatory authorities. The following factors, among others, could
cause actual results to differ materially from those set forth in
the forward-looking statements: the ability to obtain required
governmental or third party approvals of the combination on the
proposed terms and schedule and without material concessions; the
failure of Abitibi-Consolidated or Bowater shareholders to approve
the combination; the exercise by a material percentage of
Abitibi-Consolidated shareholders of their dissent rights; the risk
that the businesses will not be integrated successfully; the risk
that the cost savings and other expected synergies from the
combination may not be fully realized or may take longer to realize
than expected; and disruption from the combination making it more
difficult to maintain relationships with customers, employees or
suppliers. Additional factors that could cause
Abitibi-Consolidated's and Bowater's results to differ materially
from those described in the forward-looking statements can be found
in the periodic reports filed by Abitibi-Consolidated and Bowater
with the SEC and the Canadian securities regulatory authorities and
available at the SEC's internet site (http://www.sec.gov/) and on
SEDAR (http://www.sedar.com/). Neither Abitibi-Consolidated nor
Bowater undertakes and each specifically disclaims, any obligation
to update or revise any forward-looking information, whether as a
result of new information, future developments or otherwise.
Additional Information and Where to Find It
------------------------------------------- In connection with the
proposed combination, AbitibiBowater has filed and the Securities
and Exchange Commission (SEC) has declared effective a registration
statement on Form S-4, which includes a definitive proxy statement
of Bowater, a prospectus of AbitibiBowater and a management
information circular of Abitibi-Consolidated. Shareholders are
urged to read the joint proxy statement/prospectus/management
information circular regarding the proposed combination, and any
other relevant documents filed or to be filed by Abitibi or Bowater
because they contain or will contain important information.
Shareholders may obtain a free copy of the definitive joint proxy
statement/prospectus/management information circular, as well as
other filings containing information about Abitibi-Consolidated and
Bowater, without charge, at the SEC's internet site
(http://www.sec.gov/) and on SEDAR (http://www.sedar.com/). Copies
of the definitive joint proxy statement/prospectus/management
information circular and the filings with the SEC and the Canadian
securities regulatory authorities that will be incorporated by
reference in the definitive joint proxy
statement/prospectus/management information circular can also be
obtained, without charge, by directing a request to
Abitibi-Consolidated, 1155 Metcalfe Street, Suite 800, Montreal,
Quebec, Canada H3B 5H2, Attention: Investor Relations Department,
(514) 875-2160, or to Bowater, 55 E. Camperdown Way, Greenville,
SC, USA, 29602, Attention: Investor Relations Department, (864)
282-9473. Participants in the Solicitation
-------------------------------- Abitibi-Consolidated, Bowater and
their respective directors and executive officers and other persons
may be deemed to be participants in the solicitation of proxies in
respect of the proposed combination. Information regarding
Abitibi-Consolidated's directors and executive officers is
available in Abitibi-Consolidated's Annual Information Form for the
year ended December 31, 2006 filed on SEDAR by Abitibi-Consolidated
on March 15, 2007 (which was filed with the SEC on March 15, 2007
on Form 40-F), and the management proxy circular with respect to
Abitibi-Consolidated's 2007 Annual Meeting of Shareholders filed by
Abitibi-Consolidated on SEDAR on April 5, 2007 (which was filed
with the SEC on April 5, 2007 on Form 6-K). Information regarding
Bowater's directors and executive officers is available in the
Annual Report on Form 10-K for the year ended December 31, 2006
filed with the SEC by Bowater on March 1, 2007, as amended by
Amendment # 1 filed with the SEC by Bowater on April 30, 2007 and
in the definitive proxy statement with respect to Bowater's 2007
Annual Meeting of Stockholders which is included in the
registration statement on Form S-4 filed by AbitibiBowater on March
20, 2007, as amended, and will be filed with the SEC on Schedule
14A. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
definitive proxy statement/prospectus/management information
circular and other relevant materials filed or to be filed with the
SEC and the Canadian securities regulatory authorities. DATASOURCE:
ABITIBI-CONSOLIDATED INC. CONTACT: Investors: Francesco Alessi,
(514) 394-2341, ; Media: Denis Leclerc, (514) 394-3601,
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