Item 8.01. Other Events.
On May 11, 2021, Domtar Corporation, a Delaware corporation ("Domtar"), issued a
press release announcing that on May 10, 2021, it entered into an agreement and
plan of merger (the "Merger Agreement") with Karta Halten B.V., a private
limited company organized under the laws of the Netherlands ("Parent"), Paper
Excellence B.V., a private limited company organized under the laws of the
Netherlands, Hervey Investments B.V., a private limited company organized under
the laws of the Netherlands, and Pearl Merger Sub Inc., a Delaware corporation
and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, among
other things, Merger Sub will be merged with and into Domtar (the "Merger"),
with Domtar surviving the Merger as a wholly owned subsidiary of Parent.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated
by reference herein. Additional details regarding the terms of the Merger
Agreement will be filed with the Securities and Exchange Commission (the "SEC")
at a later date.
In addition, on May 11, 2021, Domtar held an employee conference call to discuss
the proposed transaction. The transcript used during such call is attached as
Exhibit 99.2 hereto and is incorporated by reference herein.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. This
communication may be deemed to be solicitation material in respect of the
proposed merger between Domtar and Parent. In connection with the proposed
merger, Domtar intends to file a proxy statement with the SEC. SECURITY HOLDERS
ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. Security holders may obtain a free copy of
the proxy statement (when available) and other documents filed by Domtar with
the SEC at http://www.sec.gov. Free copies of the proxy statement, once
available, and Domtar's other filings with the SEC may also be obtained from
Domtar. Free copies of documents filed with the SEC by Domtar will be made
available free of charge on Domtar's investor relations website at
https://www.domtar.com/en/who-we-are/investors-governance/investors.
PARTICIPANTS IN THE MERGER SOLICITATION
Domtar and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from Domtar's stockholders in respect of the
proposed merger. Information about the directors and executive officers of
Domtar is set forth in Domtar's annual Proxy, which was filed with the SEC on
March 25, 2021. Stockholders may obtain additional information regarding the
interest of such participants by reading the proxy statement regarding the
proposed merger when it becomes available.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release, the information incorporated
herein by reference, and other written and oral statements made from time to
time by us or on our behalf are based on current expectations, projections about
operations, industry conditions, financial condition, and liquidity, may not
relate strictly to historical or current facts and may contain forward-looking
statements that reflect our current views with respect to future events and
financial performance including the proposed transaction between Domtar and
Parent. As such, they are considered "forward-looking statements" which provide
current expectations or forecasts of future events. Such statements can be
identified by the use of terminology such as "anticipate", "believe", "expect",
"intend", "aim", "target", "plan", "continue", "estimate", "project", "may",
"will", "should" and similar expressions. These forward-looking statements
should be considered with the understanding that such statements involve a
variety of risks and uncertainties, known and unknown, and may be affected by
inaccurate assumptions. Consequently, no forward-looking statement can be
guaranteed and actual results may vary materially. Many risks, contingencies and
uncertainties could cause actual results to differ materially from our
forward-looking statements.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibits
99.1 Press Release, dated as of May 11, 2021
99.2 Transcipt used during a conference call with Domtar employees on
May 11, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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