Resolute has been ordered to pay a price 82% higher than what it originally offered for Fibrek.<\/p>\n\n\n\n
On November 28, 2011, Resolute announced an unsolicited take-over bid to acquire Fibrek at a price of $1.00 per share with an adjusted value of $0.87, supported by irrevocable hard lock-up agreements with 3 shareholders holding 46.3 % of Fibrek\u2019s shares, one of which was also a shareholder of Resolute<\/p>\n\n\n\n
A group of minority shareholders owning collectively 12% of Fibrek exercised their right to dissent from the transaction as provided for at Article 190 of the Canada Business Corporations Act<\/em>, as the price offered to them by Resolute was not reflective of the fair value of their Fibrek shares.<\/p>\n\n\n\n In a decision dated February 2, 2024, the Quebec Court of Appeal determined the fair value of Fibrek following its hostile takeover by Resolute. The Court of Appeal held that the $0.87 price originally offered by Resolute was not reflective of fair value and ordered Resolute to pay $1.5973 per Fibrek share, which represents an 82% increase in value for the minority shareholders of Fibrek.<\/p>\n\n\n\n The Court of Appeal also dismissed Resolute\u2019s request to reduce the legal interest and indemnity that accrued since August 30, 2012, on the fair value. With interest and legal indemnity, Fibrek\u2019s minority shareholders will receive $2.50 per share, a 184% increase over what Resolute offered the dissenting shareholders originally in 2012.<\/p>\n\n\n\n The Court of Appeal held that the price offered by Resolute did not take into consideration the value of an important contract Fibrek had entered into with Hydro Quebec, which generated significant EBITDA. The Court of Appeal determined that this contract increased the value of Fibrek by $0.80 per share and subtracted $0.08 for environmental liabilities not disputed on appeal and therefore increased the fair value of Fibrek\u2019s shares to 1.5973 per share.<\/p>\n\n\n\n