UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2012
ABITIBIBOWATER INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33776 | 98-0526415 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
AbitibiBowater Inc. 111 Duke Street, Suite 5000 Montreal, Quebec, Canada | H3C 2M1 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(514) 875-2160
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 8.01. | OTHER EVENTS. |
In connection with their offer to acquire all of the issued and outstanding common shares of Fibrek Inc. (“Fibrek”) made by, and subject to the terms and conditions set forth in, the Offer to Purchase and Circular dated December 15, 2011, as supplemented and amended by a first Notice of Variation dated January 9, 2012, by a first Notice of Variation and Extension dated January 20, 2012, by a second Notice of Variation and Extension dated February 13, 2012, by a third Notice of Variation and Extension dated February 23, 2012, by a fourth Notice of Variation and Extension dated March 9, 2012, by a first Notice of Change, Variation and Extension dated March 19, 2012 and by a fifth Notice of Variation and Extension dated March 21, 2012 (the “Offer”), on April 1, 2012, AbitibiBowater Inc., doing business as Resolute Forest Products (“Resolute”), and RFP Acquisition Inc., an indirect wholly-owned subsidiary of Resolute (together, the “Offerors”):
| (i) | announced via press release that they were amending the terms of the Offer to extend the expiry time of the Offer to 11:59 p.m. (Eastern Time) on April 11, 2012 and to change the minimum tender condition (as defined in the Offer), as more fully described in Resolute’s press release, dated April 1, 2011, and the Offerors’ Notice of Change, Variation and Extension, dated April 1, 2012, each of which is filed as an exhibit hereto; |
| (ii) | gave written notice of such amendment and extension to the depository for the Offer, Canadian Stock Transfer Company Inc.; and |
| (iii) | issued and filed on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (“SEDAR”) a Notice of Change, Variation and Extension, dated April 1, 2012, amending the Offer to extend the expiry time of the Offer to 11:59 p.m. (Eastern Time) on April 11, 2012 and to reduce the minimum tender condition (as defined in the Offer) as described above. |
Resolute is providing the following additional information in connection with the above matters:
| • | Resolute’s press release, dated April 1, 2012, announcing the extension of the Offer and the reduction of the minimum tender condition (incorporated herein by reference to Resolute’s Form 425 filing, dated April 2, 2012); and |
| • | the Offerors’ Notice of Change, Variation and Extension, dated April 1, 2012 (filed herewith as Exhibit 99.2). |
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
Exhibit No. | Description | |
| 99.1 | Resolute Forest Products press release dated April 1, 2012, incorporated herein by reference to Resolute’s Form 425 filing, dated April 2, 2012 | |
| 99.2 | Resolute Forest Products Notice of Change, Variation and Extension dated April 1, 2012 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ABITIBIBOWATER INC. | ||||||
Date: April 2, 2012 | By: | /s/ Jacques P. Vachon | ||||
| ||||||
| Name: Jacques P. Vachon | ||||||
| Title: Senior Vice President and Chief Legal Officer | ||||||
INDEX OF EXHIBITS
Exhibit No. | Description | |
| 99.1 | Resolute Forest Products press release dated April 1, 2012, incorporated herein by reference to Resolute’s Form 425 filing, dated April 2, 2012 | |
| 99.2 | Resolute Forest Products Notice of Change, Variation and Extension dated April 1, 2012 | |
