Mercer International Inc. Announces Proposed Reorganization of Legal Form
19 July 2005 - 9:46AM
PR Newswire (US)
Mercer International Inc. Announces Proposed Reorganization of
Legal Form NEW YORK, July 18 /PRNewswire-FirstCall/ -- Mercer
International Inc. (NASDAQ:MERCSNASDAQ:TSX:NASDAQ: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 http://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.
DATASOURCE: Mercer International Inc. CONTACT: Jimmy S.H. Lee,
Chairman & President, +1-604-684-1099, or David M. Gandossi,
Executive Vice-President & Chief Financial Officer,
+1-604-684-1099, both of Mercer International Inc.; or Investors -
Eric Boyriven, or Media - Scot Hoffman, both of Financial Dynamics,
+1-212-850-5600 Web site: http://www.mercerinternational.com/
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