NEW YORK, July 18 /CNW/ -- Mercer International Inc.
(Nasdaq: MERCS, TSX: MRI.U) ("Mercer") today announced that it has filed a
registration statement on Form S-4 (the "Registration Statement") with the
Securities and Exchange Commission ("SEC") for the purpose of changing its
legal form from that of a Massachusetts trust to a corporate form. Under the
proposed reorganization, Mercer will merge with a wholly owned Delaware
subsidiary and immediately thereafter merge with a wholly owned Washington
subsidiary. Shareholders of Mercer will become the shareholders of the merged
Washington company which will adopt the name "Mercer International Inc." and
own the assets, assume the liabilities and conduct the business now conducted
by Mercer. Particulars of the proposed reorganization are provided in the
proxy statement/prospectus which forms a part of the Registration Statement.
Management believes this reorganization will increase its flexibility by
enabling it to gain business advantages that may not be available under its
current form as a Massachusetts trust and provide for a more conventional and
simplified corporate form.
On completion of the reorganization, the shares of beneficial interest of
Mercer will convert into shares of common stock of the merged Washington
company. The number of shares a shareholder will own in the merged company
will be the same as the number of Mercer shares such shareholder owns
immediately prior to the completion of the reorganization, and a shareholder's
relative economic ownership in the company will remain unchanged. The shares
of the merged Washington company will, subject to receiving all necessary
approvals, be quoted on the NASDAQ National Market and listed on the Toronto
Stock Exchange.
Mercer will hold a special meeting of its shareholders to obtain approval
of the proposed reorganization at a date and time to be announced. The
reorganization cannot be completed unless, among other things, the holders of
two-thirds of Mercer's outstanding shares of beneficial interest entitled to
vote at the special meeting pass a resolution approving the same.
The Registration Statement is available for free at the SEC's website at
www.sec.gov under Mercer International Regco Inc. AS SOON AS THE REGISTRATION
STATEMENT AND THE RELATED PROXY STATEMENT/PROSPECTUS ARE FINALIZED, INVESTORS
SHOULD READ THESE DOCUMENTS BEFORE MAKING A DECISION CONCERNING THE PROPOSED
REORGANIZATION. These documents will contain important information that
investors should consider.
Mercer International Inc. is a global pulp and paper manufacturing
company. To obtain further information on the company, please visit its web
site at http://www.mercerinternational.com.
The preceding includes forward looking statements which involve known and
unknown risks and uncertainties which may cause the Company's actual results
in future periods to differ materially from forecasted results. Among those
factors which could cause actual results to differ materially are the
following: market conditions, competition and other risk factors listed from
time to time in the company's SEC reports.
