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):May 4, 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, by a fifth Notice of Variation and Extension dated March 21, 2012, by a second Notice of Change, Variation and Extension dated April 1, 2012, by a sixth Notice of Variation and Extension dated April 12, 2012 and by a seventh Notice of Variation and Extension dated April 23, 2012 (the “Offer”), on May 4, 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: |
| • | (i) that they have taken and accepted for payment 12,305,679 additional shares of Fibrek deposited to their Offer as of the close of business on May 4, 2012, (ii) that, together with the shares they acquired up to and including May 3, 2012, Resolute holds approximately 63.3% of the currently outstanding Fibrek shares, and (iii) that, as aggregate consideration for the shares taken up on May 4, 2012, Resolute will distribute approximately 350,000 newly-issued shares of its common stock and CAD$6.8 million in cash through RFP Acquisition Inc.; |
| • | that they were amending the terms of the Offer to extend the expiry time of the Offer to 5:00 p.m. (Eastern Time) on May 17, 2012, as more fully described in Resolute’s press release, dated May 4, 2012, and the Offerors’ Notice of Variation and Extension, dated May 7, 2012, each of which is filed as an exhibit hereto and is incorporated by reference herein; |
| (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 Variation and Extension, dated May 7, 2012, amending the Offer to extend the expiry time of the Offer to 5:00 p.m. (Eastern Time) on May 17, 2012. |
| ITEM 9.01. FINANCIAL STATEMENTS AND | EXHIBITS. |
Exhibit No. | Description | |
| 99.1 | Resolute Forest Products press release dated May 4, 2012, incorporated herein by reference to Resolute’s Form 425 filing, dated May 4, 2012 | |
| 99.2 | Resolute Forest Products Notice of Variation and Extension dated May 7, 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: May 7, 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 May 4, 2012, incorporated herein by reference to Resolute’s Form 425 filing, dated May 4, 2012 | |
| 99.2 | Resolute Forest Products Notice of Variation and Extension dated May 7, 2012 | |
