SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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MERCER INTERNATIONAL INC.
(Name of Registrant as Specified in its Charter)
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FOR: MERCER INTERNATIONAL INC.
APPROVED BY: Jimmy S.H. Lee
Chairman, Chief Executive
Officer & President
(41) 43 344-7070
FOR IMMEDIATE RELEASE
FD Morgen-Walke
Investors: Eric Boyriven/
Paul Johnson
(212) 850-5600
MERCER INTERNATIONAL INC. COMMENTS ON HEDGE FUND PROPOSAL
NEW YORK, New York, June 24, 2003 - Mercer International Inc. (Nasdaq:
MERCS, TSX: MRI.U, Nasdaq-Europe: MERC GR) announced it has received notice that
a hedge fund, Greenlight Capital Inc., has filed a preliminary proxy statement
to nominate two persons to the Company's Board of Trustees at its annual
shareholders' meeting scheduled for July 15, 2003.
The Company stated that its Board and advisors will be reviewing the
preliminary filing and will respond to it in detail shortly. Based on its
initial review, the Company believes that the filing contains a number of
inaccuracies.
The Company further announced that as a result of the action of the hedge
fund, its effort to complete a previously-announced private offering of
approximately $65 million of convertible notes or equity based securities is
currently being put on hold.
Jimmy Lee, the CEO and President of the Company, stated:
- * "Mercer's goal has always been to build long-term shareholder value. In
recent years, the Company has undertaken significant actions to
position Mercer as an efficient, low-cost producer, which management
and the Board believe to be the proper strategy to generate value in
a commodity marketplace where prices are subject wide fluctuations.
Through a significant capital project we converted our Rosenthal mill
into a competitive state-of-the art market kraft pulp mill. We are
currently right in the middle of a two-year project to fundamentally
transform our business by significantly increasing our assets, revenues
and earnings potential through the construction of a new state-of-the
art 552,000 tonne kraft pulp mill at a cost of approximately E1.0
billion near Stendal, Germany. Once the Stendal mill is completed, we
will operate two of the most efficient and lowest cost global NBSK pulp
facilities, almost triple our pulp production capacity and become one
of the largest global market pulp producers."
He further stated:
* "In connection with overall strategy, we have also implemented various
concurrent measures to reflect the expansion of our business. On May 7,
2003, we announced engaging a new accounting firm, Deloitte & Touche
LLP, to be nominated for appointment as auditor at our upcoming
shareholders' meeting. We voluntarily adopted a company-wide Code of
Ethics in advance of the prescribed time. We also engaged a leading
investment bank to assist with our proposed offering of convertible
notes to refinance the bridge loans incurred in connection with the
Stendal project. Further, consistent with our emerging position as one
of the largest market pulp producers in the world, the Company is
taking steps to strengthen its Board with individuals who can bring
superior experience and help enhance value. We've recruited Per
Gundersby, a new nominee, to our Board. Mr. Gundersby has over
twenty-five years experience at the most senior levels of the European
pulp and paper industry. His knowledge and experience with large
capital projects such as the Stendal mill, including as the former head
of the international consulting firm, Jaako Poyry, will be very
valuable to us as we complete the most significant step in our
Company's evolution and growth."
Mr. Lee concluded:
* "We are disappointed by the apparent opportunistic action of one
shareholder to try to take control over a part of the Board at such a
critical point in our development and growth. The hedge fund nominees
do not appear to have any executive experience in operating public
companies, any experience in the pulp and paper industry or any
European business experience. Further, the very lucrative short-term
remuneration packages being paid to such nominees directly by
Greenlight, makes us question whether such nominees' interests will
be aligned with other shareholders or only those of one particular
minority shareholder who is rewarding them. We remain committed to our
core objective of building long-term value and significantly expanding
our business and operations by completing the E1.0 billion Stendal pulp
mill project."
ABOUT MERCER INTERNATIONAL INC.
Mercer International Inc. is a European pulp and paper manufacturing
company.
The preceding includes forward looking statements which involve known and
unknown risks and uncertainties which may cause Mercer's actual results in
future periods to differ materially from forecasted results. For a list and
description of such risks and uncertainties, see Mercer's reports filed with the
Securities and Exchange Commission.
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