Abitibi-Consolidated and Bowater Set Shareholder Vote for Proposed Combination
2007年6月14日 - 7:50AM
PRニュース・ワイアー (英語)
MONTREAL, QC and GREENVILLE, SC, June 13 /PRNewswire-FirstCall/ --
Abitibi-Consolidated Inc. (NYSE:ABYNYSE:TSX:NYSE:A) and Bowater
Incorporated (NYSE: BOW) announced today that each company will
hold a meeting of its shareholders on July 26, 2007 in order for
shareholders to vote on, among other matters, the companies'
proposed combination. The Quebec Superior Court has granted today
an interim order approving the holding of the special meeting of
Abitibi-Consolidated shareholders. 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. Shareholders of record at the close
of business on June 20, 2007 will be entitled to receive notice of
and vote at the Abitibi-Consolidated meeting. The annual meeting of
Bowater stockholders will be held in the Peachtree Auditorium of
the Bank of America Plaza, 600 Peachtree Street N.E., Atlanta,
Georgia, at 10:00 a.m., Eastern Time on July 26, 2007. Stockholders
of record at the close of business on June 8, 2007 will be entitled
to receive notice of and vote at the Bowater meeting. In connection
with the proposed combination of Abitibi-Consolidated and Bowater,
Bowater Canada Inc. (TSX: BWX), an exchangeable share Canadian
public subsidiary of Bowater, will also hold a special meeting of
its shareholders in order to approve certain amendments to Bowater
Canada's articles required to facilitate and implement the
combination. The special meeting of Bowater Canada shareholders
will be held on July 25, 2007, at Fairmont The Queen Elizabeth
Hotel, Salon St-Laurent, 900 Boulevard Rene-Levesque West,
Montreal, Quebec, at 9:30 a.m., Eastern Time. Shareholders of
record at the close of business on June 20, 2007 will be entitled
to receive notice of and vote at the Bowater Canada meeting. For
Abitibi-Consolidated, the combination requires the affirmative vote
of not less than two-thirds of the votes cast at the
Abitibi-Consolidated special meeting by holders of
Abitibi-Consolidated common shares present or represented by proxy
at the special meeting. For Bowater, the combination requires the
affirmative vote of a majority of the total voting power of all
outstanding shares of Bowater common stock and Bowater special
voting stock (representing Bowater Canada exchangeable shares)
entitled to vote at the Bowater meeting, voting together as a
single class. 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. It also ranks first in Canada in terms of total
certified woodlands. About Bowater Incorporated Bowater
Incorporated is a leading producer of coated and specialty papers
and newsprint. In addition, the company sells bleached market pulp
and lumber products. Bowater has 12 pulp and paper mills in the
United States, Canada and South Korea. In North America, it also
operates one converting facility and owns 10 sawmills. Bowater's
operations are supported by approximately 763,000 acres of
timberlands owned or leased in the United States and Canada and 28
million acres of timber cutting rights in Canada. Bowater operates
six recycling plants and is one of the world's largest consumers of
recycled newspapers and magazines. 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 with the Securities
and Exchange Commission (SEC) a registration statement on Form S-4,
which includes a preliminary proxy statement of Bowater, a
preliminary prospectus of AbitibiBowater and a management
information circular of Abitibi-Consolidated. Shareholders are
urged to read the preliminary joint proxy
statement/prospectus/management information circular regarding the
proposed combination, and the definitive proxy
statement/prospectus/management information circular when it
becomes available, because it contains or will contain important
information. Shareholders will be able to 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 preliminary proxy statement with respect to Bowater's 2007
Annual Meeting of Stockholders which is included in the preliminary
registration statement on Form S-4 filed by AbitibiBowater on March
20, 2007, as amended on May 8, 2007, May 30, 2007, and June 4,
2007. 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
preliminary proxy statement/prospectus/management information
circular filed with the SEC and will be contained in the definitive
joint proxy statement/prospectus/management information circular
and other relevant materials to be filed with the SEC and the
Canadian securities regulatory authorities when they become
available. Contacts Investors: Investors: Abitibi-Consolidated
Bowater Francesco Alessi Duane A. Owens (514) 394-2341( (864)
282-9488 Media: Media: Abitibi-Consolidated Bowater Denis Leclerc
Jim Barron/Dan Gagnier/ (514) 394-3601 Kara Findlay Sard Verbinnen
& Co (212) 687-8080 DATASOURCE: ABITIBI-CONSOLIDATED INC.
CONTACT: Investors: Abitibi-Consolidated: Francesco Alessi, (514)
394-2341, ; Bowater: Duane A. Owens, (864) 282-9488; Media:
Abitibi-Consolidated: Denis Leclerc, (514) 394-3601, ; Bowater: Jim
Barron/Dan Gagnier/Kara Findlay, Sard Verbinnen & Co, (212)
687-8080
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