Fairfax Financial Holdings Limited, a significant stockholder of Resolute, has entered into a voting and support agreement to vote its shares in favor of the transaction. As of July 5, 2022, Fairfax Financial Holdings held approximately 30,548,190 shares, or 40% of the outstanding shares as of that date.
A full description of the transaction will be outlined in the proxy statement of Resolute, to be filed with the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov/edgar/browse (“EDGAR”), and with the Canadian securities regulators on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com and mailed to stockholders of Resolute.
In addition to stockholder approval, the transaction is subject to applicable regulatory approvals and the satisfaction of certain other customary closing conditions.
Approvals and Recommendation
The board of directors of Resolute unanimously determined that the terms of the transaction are fair to, and in the best interests of, Resolute and its stockholders and resolved to recommend that Resolute stockholders vote for the transaction.
The transaction is expected to close as soon as possible following stockholder and regulatory approvals, and satisfaction of other customary closing conditions, which is currently expected in the first half of 2023.
Advisors
Barclays is serving as exclusive financial advisor to Paper Excellence, and Latham & Watkins LLP, McMillan LLP, and McCarthy Tétrault LLP, are serving as legal advisors. Barclays, CoBank, and Bank of Montreal are providing acquisition financing to Domtar in connection with the transaction.
CIBC Capital Markets is serving as exclusive financial advisor to Resolute, and Paul, Weiss, Rifkind, Wharton & Garrison LLP, and Stikeman Elliott LLP are serving as legal advisors.
Additional Information and Where to Find It
In connection with the proposed transaction, Resolute intends to file the relevant materials with the SEC, including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Resolute will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the transaction. The materials to be filed by Resolute will be made available to the company’s investors and stockholders at no expense to them and copies may be obtained free of charge on Resolute’s website at www.resolutefp.com. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov. Investors and security holders will also be able to obtain copies of the proxy statement (when available) and other documents filed with Canadian securities regulatory authorities by Resolute at no charge through the website maintained by the Canadian Securities Administrators at www.sedar.com. Investors and stockholders of Resolute are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction because they contain important information about Resolute and the proposed transaction.
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