Abitibi-Consolidated Shareholders Approve Combination with Bowater
26 Julho 2007 - 1:53PM
PR Newswire (US)
A (TSX) ABY (NYSE) MONTREAL, July 26 /PRNewswire-FirstCall/ --
Abitibi-Consolidated Inc. (NYSE:ABYNYSE:TSX:NYSE:A) announced today
that its shareholders have voted in favour of the combination of
Abitibi-Consolidated and Bowater Incorporated (NYSE: BOW). The vote
on the plan of arrangement required to effect the combination
occurred today at a Special Meeting of shareholders of
Abitibi-Consolidated. Approximately 80% of the vote cast were voted
in favour of the combination. In addition, no material amount of
shares dissented from the transaction. "I am very pleased to see
that our shareholders share the same perspective on the benefit of
the proposed combination with Bowater. We believe AbitibiBowater
will be a global leader with a brighter future than either company
would have on its own," said John Weaver, President and CEO of
Abitibi-Consolidated. "We believe the combination with Bowater,
which is expected to generate annualized synergies of at least
US$250 million, will enhance financial flexibility, increase cash
flow, and create a better opportunity to unlock future value." The
combined company, which will be called AbitibiBowater Inc. will
produce a wide-range of newsprint, commercial printing papers,
market pulp and wood products. It will be the eighth largest pulp
and paper manufacturer in the world. AbitibiBowater will own or
operate 32 pulp and paper facilities and 35 wood products
facilities located in the United States, Canada, the United Kingdom
and South Korea. It will also be among the world's largest
recyclers of newspapers and magazines, and a global leader in
sustainable forest management through independent third-party
certification. 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 and others:
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 was 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 and others: Denis Leclerc, (514) 394-3601,
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