Feb 10, 2012. /Lesprom Network/. Mercer International Inc. has entered into a support agreement with Fibrek Inc. for Mercer to acquire all of the issued and outstanding common shares of Fibrek by way of a take-over bid (the "Offer"), as the company said in a press release received by Lesprom Network. The Offer provides for consideration of C$1.30 per Fibrek Share or total consideration of approximately C$170 million for the Fibrek Shares, representing a premium of 30% over the unsolicited insider bid made by AbitibiBowater Inc., 81% over the closing price of the Fibrek Shares on November 28, 2011, the date of announcement of the Abitibi Bid, and 70% over the volume-weighted average trading price of the Fibrek Shares on the Toronto Stock Exchange for the 20 trading days ending on such date. "We are pleased to have the full support of Fibrek's board of directors for a transaction that we believe will deliver significant benefits to both companies' customers, employees and shareholders. The acquisition of Fibrek clearly fits within our strategy of focusing on world-class production assets that produce high quality pulp. Additionally, the ability of Fibrek's St. Felicien mill to produce and sell surplus renewable energy is in line with our goal of increasing our revenues from energy sales," stated Jimmy S.H. Lee, President and CEO. Mr. Lee added: "We believe that Fibrek's mills are complementary to our existing operations and we feel that, through active management, the acquisition of Fibrek will generate increased value for our shareholders." The Support Agreement provides for, among other things, a non-solicitation covenant on the part of Fibrek, subject to customary "fiduciary out" provisions, a right in favour of Mercer to match any superior proposal and a termination fee of C$8.5 million payable to Mercer in certain circumstances, including if Fibrek accepts a superior proposal. The Offer is expected to be made pursuant to a take-over bid circular and related documents to be mailed to Fibrek shareholders in accordance with applicable laws (all subject to the terms and conditions of the Support Agreement). The Offer will be open for acceptance for a period of not less than 35 days from its commencement and may be extended from time to time. The Offer will be subject to customary conditions, including, among other things, there being deposited under the Offer, and not withdrawn at the expiry date, at least 50.1% of the Fibrek Shares, receipt of requisite regulatory consents, the Registration Statement being declared effective by the SEC and the absence of a material adverse change with respect to Fibrek. Mercer intends to finance the cash portion of the Offer by way of new credit facilities to be established with Quebec based capital providers. Raymond James Ltd. is acting as financial advisor to Mercer, while TD Securities Inc. is acting as financial advisor to Fibrek. Sangra Moller LLP is acting as legal advisor to Mercer and Stikeman Elliott LLP is acting as legal advisor to Fibrek. Mercer International Inc. is a global pulp manufacturing company. Mercer operates three NBSK pulp mills with a consolidated annual production capacity of 1.5 million tons.