EXHIBIT 99.2
This is not a Letter of Transmittal and Election Form. This Notice of Guaranteed Delivery is for use in accepting the Offer by Mercer International Inc. and MERC Acquisition Inc. for all issued and outstanding common shares of Fibrek Inc.
NOTICE OF GUARANTEED DELIVERY
for Deposit of Common Shares of
FIBREK INC.
Pursuant to the Offer to Purchase and Circular dated February 29, 2012, made by
MERCER INTERNATIONAL INC.,
and
MERC ACQUISITION INC.
a wholly-owned subsidiary of MERCER INTERNATIONAL INC.
USE THIS NOTICE OF GUARANTEED DELIVERY OR A MANUALLY EXECUTED FACSIMILE HEREOF IF YOU WISH TO ACCEPT THE OFFER BUT YOUR FIBREK SHARE CERTIFICATE(S) ARE NOT IMMEDIATELY AVAILABLE OR IF YOU ARE NOT ABLE TO DELIVER YOUR FIBREK SHARE CERTIFICATE(S) ALONG WITH ALL OTHER REQUIRED DOCUMENTS TO THE DEPOSITARY AT OR PRIOR TO THE EXPIRY TIME.
THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M., EASTERN TIME ON APRIL 6, 2012 (THE “EXPIRY TIME”), UNLESS EXTENDED OR WITHDRAWN BY THE OFFEROR.
This notice of guaranteed delivery (the “Notice of Guaranteed Delivery”) (or a manually signed facsimile copy hereof) must be used to accept the offer, dated February 29, 2012 (the “Offer”) made by Mercer International Inc. (“Mercer”), a Washington corporation, and MERC Acquisition Inc., a Canadian corporation and a wholly-owned subsidiary of Mercer (together with Mercer, the “Offeror”), to purchase all of the issued and outstanding common shares of Fibrek Inc. (“Fibrek”), including any Fibrek common shares that may become issued and outstanding after the date of the Offer but before the Expiry Time, upon the exercise of options issued under Fibrek’s share option plan implemented on May 19, 2010 (collectively, the “Fibrek Shares”), only if (i) certificate(s) representing the Fibrek Shares (the “Fibrek Share Certificates”) to be deposited are not immediately available, (ii) a Fibrek shareholder is not able to deliver the Fibrek Share Certificates and all other required documents to the depositary and exchange agent appointed for the Offer, Computershare Investor Services Inc. (the “Depositary”) before the Expiry Time, or (iii) the procedures for delivery by book-entry transfer, as set forth in the Offer, cannot be complied with on a timely basis.
The terms and conditions of the Offer set forth in the Offeror’s formal offer to purchase and take-over bid circular dated February 29, 2012 (the “Offer to Purchase and Circular”) are incorporated by reference into this Notice of Guaranteed Delivery. Certain terms used but not defined in this Notice of Guaranteed Delivery which are defined in the Offer to Purchase and Circular, have the respective meanings ascribed to them therein.The Offer to Purchase and Circular contains important information and Fibrek shareholders are urged to read the Offer to Purchase and Circular in its entirety.
In this Notice of Guaranteed Delivery, “C$” refers to Canadian dollars.
The Depositary (the address and telephone number of which are on the back cover of this Notice of Guaranteed Delivery) or your broker, bank, custodian or other financial advisor can assist you in completing this Notice of Guaranteed Delivery.
WHEN AND HOW TO USE THIS NOTICE OF GUARANTEED DELIVERY
If a Fibrek shareholder wishes to deposit Fibrek Shares pursuant to the Offer and (i) the Fibrek Share Certificates to be deposited are not immediately available, (ii) a Fibrek shareholder is not able to deliver the Fibrek Share Certificates and all other required documents to the Depositary before the Expiry Time, or (iii) the procedures for delivery by book-entry transfer, as set forth in the Offer, cannot be complied with on a timely basis, such Fibrek Shares may nevertheless be deposited if all of the following conditions are met:
| | a) | the deposit is made by or through an Eligible Institution (as defined below); |
| | b) | a properly completed and duly executed Notice of Guaranteed Delivery (or a manually signed facsimile thereof) with any required signature guarantees, is received by the Depositary at its office specified on the back cover of this Notice of Guaranteed Delivery at or before the Expiry Time; and |
| | c) | the Fibrek Share Certificates (or Book-Entry Confirmation) representing the deposited Fibrek Shares, together with a properly completed and duly executed letter of transmittal and election form (the “Letter of Transmittal”) (or a manually signed facsimile thereof) with any required signature guarantees in the appropriate form (or, in the case of a book-entry transfer, a Book-Entry Confirmation through the CDSX system (in the case of Fibrek Shares held in Cleaning and Depository Services Inc. (“CDS”)) or an Agent’s Message (in the case of Fibrek Shares held by the Depository Trust Company (“DTC”)) and any other documents required by the Letter of Transmittal, are received at the office of the Depositary in Toronto, Ontario, Canada on or before 5:00 p.m. (local time at the place of deposit) on the third trading day on the Toronto Stock Exchange (“TSX”) after the date on which the Expiry Time occurred. |
An “Eligible Institution” means a Canadian Schedule I chartered bank, a broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Agent Association Inc., including the Securities Transfer Agents Medallion Program, a member of the Stock Exchanges Medallion Program or a member of the New York Stock Exchange, Inc. Medallion Signature Program, or any other “eligible guarantor institution” (as defined in Rule 17Ad-15 under theSecurities Exchange Act of 1934). Members of these programs are usually members of a recognized stock exchange in Canada or the U.S., members of the Investment Industry Regulatory Organization of Canada, members of the National Association of Securities Dealers or banks and trust companies in the U.S.
The undersigned understands and acknowledges that payment for Fibrek Shares deposited and taken up by the Offeror will be made only after timely receipt by the Depositary of the Fibrek Share Certificates (or Book-Entry Confirmation) representing the deposited Fibrek Shares, together with a properly completed and duly executed Letter of Transmittal (or, in the case of a book-entry transfer, a Book-Entry Confirmation through the CDSX system (in the case of Fibrek Shares held in CDS) or an Agent’s Message (in the case of Fibrek Shares held in DTC)) in the appropriate form covering such shares and any other documents required by this Letter of Transmittal, are received at the office of the Depositary in Toronto, Ontario, Canada on or before 5:00 p.m. (local time at the place of deposit) on the third trading day on TSX after the date on which the Expiry Time occurred. The undersigned also understands and acknowledges that under no circumstances will interest accrue or be paid by the Offeror or the Depositary to persons depositing Fibrek Shares on the Offer Consideration (as defined in the Offer to Purchase and Circular) payable in respect of such Fibrek Shares regardless of any delay in making such payment, and that the Offer Consideration for the Fibrek Shares deposited pursuant to the guaranteed delivery procedures will be the same as that for the Fibrek Shares delivered to the Depositary prior to the Expiry Time of the Offer, even if the Fibrek Shares to be delivered pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase entitled “Manner of Acceptance”, are not so delivered to the Depositary and, therefore, payment by the Depositary on account of such Fibrek Shares is not made, until after the take up and payment for the Fibrek Shares under the Offer.
All authority conferred, or agreed to be conferred, by this Notice of Guaranteed Delivery is, to the extent permitted by applicable Law, irrevocable and may be exercised during any subsequent legal incapacity of the undersigned and shall, to the extent permitted by Law, survive the death, incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, attorneys, personal representatives, successors and assigns of the undersigned.
Fibrek shareholders should contact the Depositary or their broker or investment dealer for assistance in accepting the Offer and in depositing Fibrek Shares with the Depositary. The contact details of the Depositary are provided on the back cover of this Notice of Guaranteed Delivery and of the Offer to Purchase and Circular.
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| TO: | | Mercer International Inc. and MERC Acquisition Inc. |
| AND TO: | | Computershare Investor Services Inc. |
TO TENDER FIBREK SHARES, THIS NOTICE OF GUARANTEED DELIVERY MUST BE DELIVERED BY HAND OR COURIER OR TRANSMITTED BY FACSIMILE TRANSMISSION OR MAILED TO THE DEPOSITARY AT ITS OFFICE SPECIFIED ON THE BACK COVER OF THIS NOTICE OF GUARANTEED DELIVERY AT OR BEFORE THE EXPIRY TIME OF THE OFFER AND MUST INCLUDE A GUARANTEE BY AN ELIGIBLE INSTITUTION IN THE MANNER SET FORTH IN THIS NOTICE OF GUARANTEED DELIVERY. DELIVERY TO AN ADDRESS OR TRANSMISSION VIA A FACSIMILE NUMBER OF THIS NOTICE OF GUARANTEED DELIVERY OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES ON THE LETTER OF TRANSMITTAL. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION, SUCH SIGNATURE MUST APPEAR IN THE APPLICABLE SPACE IN THE LETTER OF TRANSMITTAL.
DO NOT SEND FIBREK SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY. FIBREK SHARE CERTIFICATES MUST BE SENT WITH YOUR LETTER OF TRANSMITTAL.
The undersigned hereby deposits with the Offeror, upon the terms and subject to the conditions set forth in the Offer to Purchase and Circular and the Letter of Transmittal, receipt of which is hereby acknowledged, the Fibrek Shares listed below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase entitled “Manner of Acceptance – Procedures for Guaranteed Delivery.”
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| Box 1 |
| DESCRIPTION OF FIBREK SHARES DEPOSITED |
Fibrek Share Certificate Number(s) | | Name(s) in which Fibrek Shares are Registered | | Number of Fibrek Shares
Represented by Certificate* | | Number of Fibrek Shares
Deposited** |
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| Total of Fibrek Shares: | | | | |
| * | Need not be completed if transfer is made by book entry. |
| ** | Unless otherwise indicated, it will be assumed that all Fibrek Shares evidenced by any Fibrek Share Certificates delivered to the Depositary are being deposited. |
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| Box 2 |
| ELECTION FOR CASH AND SHARES OR CASH OR SHARES |
Under the Offer, the undersigned hereby elects to receive one of the following forms of consideration for the deposited Fibrek Shares represented by the certificate(s) listed in Box 1 above. Fibrek shareholders may elect to receiveeitherthe Cash and Share Option (Option A)ORthe Cash Only Option (Option B)ORthe Shares Only Option (Option C). FIBREK SHAREHOLDERS MAY CHOOSE ONE OF THE OPTIONS BELOW: ¨ Option A – THE CASH AND SHARE OPTION Fibrek shareholders who check this box will receive for each Fibrek Share C$0.54 in cash plus 0.0903 of a Mercer Share deposited under this Option A. ¨ Option B – THE CASH ONLY OPTION Fibrek shareholders who check this box will receive C$1.30 in cash for each Fibrek Share (subject to proration in the manner set forth in the Offer to Purchase) deposited under this Option B. ¨ Option C – THE SHARES ONLY OPTION Fibrek shareholders who check this box will receive 0.1540 of a Mercer Share for each Fibrek Share (subject to proration in the manner set forth in the Offer to Purchase) deposited under this Option C. Any Fibrek shareholder who does not properly elect one of the Cash and Share Option, the Cash Only Option or the Shares Only Option in this Notice of Guaranteed Delivery, if applicable, with respect to any Fibrek Shares deposited by such shareholder pursuant to the Offer will be deemed to have elected the Cash and Share Option. Fractional Mercer Shares will not be issued pursuant to the Offer. The consideration paid to Fibrek shareholders in lieu of fractional Mercer Shares will be distributed by the Depositary to such Fibrek shareholders on apro ratabasis net of commissions, as described in Section 3 of the Offer to Purchase entitled “Manner of Acceptance – Fractional Shares”. |
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¨ | | Check here if Fibrek Shares will be delivered by book-entry transfer to the Depositary’s account at CDS or DTC and complete the following: |
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| Name of Tendering Institution: | | | | |
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| Account Number: | | | | |
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Transaction Code Number: | | | | |
FIBREK SHAREHOLDER SIGNATURE(S)
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| Signature(s) of Fibrek shareholder(s) | | | | Address(es) |
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| Name (please print or type) | | | | |
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| Date | | | | Postal Code/Zip Code |
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| | | | Dated: |
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GUARANTEE OF DELIVERY (Not to be used for signature guarantee) The undersigned, an Eligible Institution, guarantees to deliver to the Depositary, at its address set forth herein, Fibrek Share Certificates deposited hereby in proper form for transfer, together with the duly executed Letter of Transmittal or a manually signed facsimile copy thereof with any required signature guarantees (or, in the case of a book-entry transfer, a Book-Entry Confirmation through the CDSX system (in the case of Fibrek Shares held in CDS) or an Agent’s Message (in the case of a book-entry delivery for DTC accounts), and any other documents required by the Letter of Transmittal, on or before 5:00 p.m. (local time at the place of deposit) on the third trading day on TSX after the Expiry Time of the Offer. |
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| Name of the firm: | | | | Authorized Signature: |
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| Address of the firm | | | | Name: |
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Telephone Number: | | | | Dated: |
THE DEPOSITARY FOR THE OFFER IS:
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By Registered Mail, Hand or Courier Computershare Investor Services Inc. 100 University Avenue 9th Floor Toronto, Ontario M5Y 2Y1 Attention: Corporate Actions | | By Mail Computershare Investor Services Inc. P.O. Box 7021 31 Adelaide Street East Toronto, Ontario M5C 3H2 |
Inquiries
Toll Free (North America): 1-800-564-6253
Overseas: 1-514-982-7555
E-mail: corporateactions@computershare.com
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO
THE INFORMATION AGENT:
Toll-Free (North America): 1-877-304-0211
Banks brokers or collect calls: 416-304-0211
Email: assistance@laurelhill.com
Any questions and requests for assistance may be directed by Fibrek shareholders to the Depositary at its telephone number and location set forth above.
