ITEM 8.01. OTHER EVENTS.
As previously disclosed, on July 5, 2022, Resolute Forest Products Inc.
("Resolute" or the "Company") entered into an Agreement and Plan of Merger with
Domtar Corporation, a Delaware corporation, Terra Acquisition Sub Inc., a
Delaware corporation and a wholly-owned subsidiary of Domtar Corporation, Karta
Halten B.V., a private limited company organized under the laws of the
Netherlands, and Paper Excellence B.V., a private limited company organized
under the laws of the Netherlands. On October 27, 2022, the Company issued a
press release, a copy of which is attached hereto as Exhibit 99.1 and
incorporated by reference herein.
Additional Information and Where to Find It
In connection with the proposed transaction, on September 20, 2022, Resolute
filed with the SEC a definitive proxy statement on Schedule 14A. Beginning on
September 20, 2022, Resolute mailed the definitive proxy statement and a proxy
card to each stockholder entitled to vote at the special meeting relating to the
transaction. The definitive proxy statement and other relevant materials in
connection with the proposed transaction filed by Resolute with the SEC may be
obtained free of charge on Resolute's website at www.resolutefp.com or the SEC's
website at www.sec.gov. Investors and security holders will also be able to
obtain copies of the definitive proxy statement 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 definitive 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.
Participants in the Merger Solicitation
Resolute and its directors, executive officers, other members of its management
and employees may be deemed to be participants in the solicitation of proxies of
Resolute stockholders in connection with the proposed transaction under SEC
rules. Investors and stockholders may obtain more detailed information regarding
the names, affiliations and interests of Resolute's executive officers and
directors in the solicitation by reading Resolute's proxy statement for its 2022
annual meeting of stockholders, the Annual Report on Form 10-K for the fiscal
year ended December 31, 2021, and the definitive proxy statement and other
relevant materials that have been or will be filed with the SEC in connection
with the proposed transaction when they become available. Information concerning
the interests of Resolute's participants in the solicitation, which may, in some
cases, be different than those of Resolute's stockholders generally, are set
forth in the definitive proxy statement relating to the proposed transaction.
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Cautionary Statements Regarding Forward-Looking Statements
Statements in this document that are not reported financial results or other
historical information of the Company are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, for example, statements included in this
document relating to the potential benefits of the proposed transaction between
the Company and Domtar Corporation; the prospective performance and outlook of
the Company's business, performance and opportunities; the ability of the
parties to complete the proposed transaction and the expected timing of
completion of the proposed transaction; as well as any assumptions underlying
any of the foregoing. Forward-looking statements may be identified by the use of
forward-looking terminology such as the words "should," "would," "could,"
"will," "may," "expect," "believe," "see," "intention," "continue," "remain,"
"accelerate" and other terms with similar meaning indicating possible future
events or potential impact on the Company's business or its stockholders. The
reader is cautioned not to place undue reliance on these forward-looking
statements, which are not guarantees of future performance. These statements are
based on management's current assumptions, beliefs, and expectations, all of
which involve a number of business risks and uncertainties that could cause
actual results to differ materially. Many factors could cause actual future
events to differ materially from the forward-looking statements in this
document, including but not limited to: uncertainties as to the timing of the
proposed transaction; the risk that the proposed transaction may not be
completed in a timely manner or at all; the possibility that competing offers or
acquisition proposals for the Company will be made; the possibility that any or
all of the various conditions to the consummation of the proposed transaction
may not be satisfied or waived, including the failure to receive any required
regulatory approvals from any applicable governmental entities (or any
conditions, limitations or restrictions placed on such approvals); the
occurrence of any event, change or other circumstance that could give rise to
the termination of the merger agreement, including in circumstances that would
require the Company to pay a termination fee or other expenses; the inability to
recover softwood lumber duty refunds in a timely manner or at all; the effect of
the pendency of the proposed transaction on the Company's ability to retain and
hire key personnel, its ability to maintain relationships with its customers,
suppliers and others with whom it does business, its business generally or its
stock price; risks related to diverting management's attention from the
Company's ongoing business operations; and the inability to complete the
divestiture of Thunder Bay. In addition, please refer to the documents that the
Company files with the SEC on Forms 10-K, 10-Q and 8-K. These filings identify
and address other important risks and uncertainties with respect to the Company
and its business that could cause events and results to differ materially from
those contained in the forward-looking statements set forth in this document.
All forward-looking statements in this document are expressly qualified by the
cautionary statements contained or referred to above and in the Company's other
filings with the SEC and the Canadian securities regulatory authorities. The
Company disclaims any obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
No. Description
99.1 Press Release, dated as of October 27, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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