Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
October 03 2018 - 5:30PM
Edgar (US Regulatory)
Filed by Fibria Celulose S.A.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company:
Fibria Celulose S.A. (Commission File No.:
001-15018)
FIBRIA CELULOSE S.A.
Publicly-Held Company
Corporate Taxpayer ID CNPJ/MF no. 60.643.228/0001-21
Company Registry (NIRE) 35.300.022.807
NOTICE TO THE MARKET
FIBRIA CELULOSE S.A.
(
FIBRIA
or
Company
) (B3: FIBR3 | NYSE: FBR), in reference to the Material Fact released on July 26, 2018 and the Notice to the Market released on August 23, 2018, by which the Company informed that was adopting the measures to obtain the previous consents established in the financial instruments and the debts issuances executed by Fibria, under the corporate reorganization involving Fibria and Suzano Papel e Celulose SA (Suzano), object of the Material Fact released on March 16, 2018 (Corporate Reorganization), hereby informs its shareholders and the market in general that has obtained the approval, on the respective General Meetings of CRAs holders (AGCs) of the waiver to the rights to declare the early maturity of the Agribusiness Receivables Certificates (CRAs) resulting from the Corporate Reorganization for six of nine current series, upon the payment of a premium, on the date of the eventual consummation of the Corporate Reorganization, of forty hundredths percent (0.40%) of the updated nominal value of the respective series on the dates of the AGCs, to all holders of CRAs of the approved series. The principal amount of these six series which waivers were approved sum a total of R$3.3 billion and the premium payment will be in an estimated total amount of R$14 million.
The Company informs that it continues to take the necessary measures to approve the waiver to the rights to declare the early maturity of the CRAs of the other series.
Fibria underlines, accordingly, by means of the release of the information in this Notice to the Market, its commitment to transparency with its shareholders and investors.
São Paulo, October 3, 2018
FIBRIA CELULOSE S.A.
Guilherme Perboyre Cavalcanti
Chief Financial and Investor Relations Officer
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No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended, or an exemption therefrom.
Additional Information and Where to Find It
In connection with the proposed transaction between Fibria Celulose S.A. (the Company) and Suzano Papel e Celulose S.A. (Suzano) (the Proposed Transaction), the Company and Suzano will file relevant materials with the United States Securities and Exchange Commission (the SEC) including a registration statement of Suzano on Form F-4. The Form F-4 (when filed) will contain a prospectus and other documents. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE FORM F-4 AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SUZANO AND THE PROPOSED TRANSACTION AND RELATED MATTERS. The Form F-4 (when filed) and all other documents filed with the U.S. SEC in connection with the Proposed Transaction will be available when filed, free of charge, on the U.S. SECs website at www.sec.gov. In addition, the Form F-4 (when filed) all other documents filed with the U.S. SEC in connection with the Proposed Transaction will be made available, free of charge, to U.S. shareholders of the Company on the Companys website at http://www.fibria.com.br.
FORWARD LOOKING STATEMENTS
This communication contains certain statements that are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Words such as anticipate, believe, continue, could, estimate, expect, hope, intend, may, might, should, would, will, understand and similar words are intended to identify forward looking statements. These forward-looking statements include, but are not limited to, statements regarding the Proposed Transaction. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. For example, the expected timing and likelihood of completion of the Proposed Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Proposed Transaction that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the agreements relating to the Proposed Transaction, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction,
the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the shares of the Company or Suzano, the risk that the Proposed Transaction and its announcement could have an adverse effect on the ability of the Company and Suzano to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies, and other factors. All such factors are difficult to predict and are beyond the Companys control, including those detailed in the Companys annual reports on Form 20-F and current reports on Form 6-K that are available on its website at http://www.fibria.com.br and on the SECs website at http://www.sec.gov. The Companys forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate. The Company undertakes no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances that occur, or which we become aware of, except as required by applicable law or regulation. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
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