NEW YORK, Nov. 28, 2018 -- 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.
Source: Mercer International