MONTREAL, Oct. 31,
2022 /CNW/ - Stockholders of Resolute
Forest Products Inc. ("Resolute" or the "company") (NYSE: RFP)
(TSX: RFP) today approved a proposal to adopt the Agreement
and Plan of Merger, dated as of July 5,
2022 (as it may be further amended, modified or supplemented
from time to time, the "merger agreement"), by and among the
company, Domtar Corporation, a Delaware corporation ("Domtar"), Terra
Acquisition Sub Inc., a Delaware
corporation and a wholly owned subsidiary of Domtar ("Merger Sub"),
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, pursuant to which Merger Sub will be merged
with and into the company (the "merger"), with the company
surviving as a wholly owned subsidiary of Domtar.
The adoption of the merger agreement required the affirmative
vote of stockholders holding a majority of the issued and
outstanding shares of Resolute's common stock entitled to vote on
such matter.
A total of 81.5% of the issued and outstanding shares of
Resolute's common stock entitled to vote at the special meeting of
stockholders was voted in favor of the merger agreement. Of the
total shares voted, 99.8% were voted in favor of the merger
agreement. In addition, the non-binding compensation advisory
proposal was also approved by a majority of the shares represented
at the meeting.
Resolute currently expects to complete the merger in the first
half of 2023, subject to receipt of regulatory approvals and the
satisfaction or waiver of the other conditions to the closing of
the merger.
Cautionary Statements Regarding
Forward-Looking Statements
Statements in this document that are not reported financial
results or other historical information of Resolute 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 Resolute and Domtar Corporation; the
prospective performance and outlook of Resolute'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," "intends," "continue" and other terms with
similar meaning indicating possible future events or potential
impact on Resolute'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 Resolute 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 Resolute 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 Resolute'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; and risks
related to diverting management's attention from the company's
ongoing business operations. In addition, please refer to the
documents that Resolute 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 Resolute 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
Resolute's other filings with the SEC and the Canadian securities
regulatory authorities. Resolute 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.
About Resolute Forest
Products
Resolute Forest Products is a global leader in the forest
products industry with a diverse range of products, including
market pulp, tissue, wood products and papers, which are marketed
in over 60 countries. The company owns or operates some 40
facilities, as well as power generation assets, in the United States and Canada. Resolute has third-party certified
100% of its managed woodlands to internationally recognized
sustainable forest management standards. The shares of Resolute
Forest Products trade under the stock symbol RFP on both the New
York Stock Exchange and the Toronto Stock Exchange.
Resolute has received regional, North American and global
recognition for its leadership in corporate social responsibility
and sustainable development, as well as for its business practices.
Visit www.resolutefp.com for more information.
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SOURCE Resolute Forest Products Inc.