Mercer International Inc. Announces Plans to Issue $350 Million of Senior Notes in Private Offering
November 28 2018 - 7:41AM
Mercer International Inc. (Nasdaq: MERC) (the "Company") today
announced that it intends to offer for sale (the "Offering") $350
million in aggregate principal amount of senior notes due 2025 (the
"2025 Notes"). The net proceeds of the Offering, together with cash
on hand, will be used to finance the purchase price under the
previously announced acquisition of all of the outstanding shares
of Daishowa-Marubeni International Ltd. (the "Acquisition") and to
pay fees and expenses.
The Offering is not conditioned upon the
completion of the Acquisition. However, in the event that the
Acquisition is not consummated on or prior to January 31, 2019 or
if the share purchase agreement respecting the Acquisition is
terminated any time prior thereto, the Company will be required to
redeem in whole and not in part the aggregate principal amount of
the outstanding notes on a special mandatory redemption date at a
redemption price equal to 100% of the aggregate principal amount of
the notes plus accrued and unpaid interest.
The 2025 Notes will be offered and sold to
qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and
outside the United States to non-U.S. persons in reliance on
Regulation S under the Securities Act. The 2025 Notes have not been
registered under the Securities Act, or any state securities laws,
and unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and applicable state securities laws. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of the 2025 Notes in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful.
Mercer International Inc. is a global forest
products company with operations in Germany and Canada.
The preceding contains "forward looking
statements" within the meaning of federal securities laws and is
intended to qualify for the safe harbor from liability established
by the Private Securities Litigation Reform Act of 1995, including,
without limitation, the Company's intentions regarding the
consummation of the Offering, the completion of the Acquisition and
the intended use of proceeds. "Forward looking statements" involve
unknown risks and uncertainties which may cause the Company's
actual results in future periods to differ materially from
forecasted results. These statements are based on the Company's
management's estimates and assumptions with respect to future
events, which include uncertainty as to its ability to consummate
the Offering, which estimates are believed to be reasonable, though
inherently uncertain and difficult to predict. A discussion of
factors that could cause actual results to vary is included in the
Company's Annual Report on Form 10-K and other periodic reports
filed with the Securities and Exchange Commission.
APPROVED BY:
Jimmy S.H. LeeExecutive Chairman(604) 684-1099
David M. Gandossi, FCPA, FCAChief Executive Officer(604)
684-1099
Mercer (NASDAQ:MERC)
Historical Stock Chart
From Mar 2024 to Apr 2024
Mercer (NASDAQ:MERC)
Historical Stock Chart
From Apr 2023 to Apr 2024