Filed
by Mercer International
Inc.
Pursuant
to Rule 425 under the Securities Act of
1933
And
deemed filed pursuant to Rule 14a-12 of
the
Securities
Exchange Act of 1934
Subject
Company: Mercer International Regco
Inc.
Registration No.:
333-126683
| |
FOR:
MERCER
INTERNATIONAL INC.
APPROVED
BY:
Jimmy
S.H. Lee
Chairman
& President
(604)
684-1099
David
M. Gandossi
Executive
Vice-President &
Chief
Financial Officer
(604)
684-1099 |
|
For
Immediate Release |
|
| |
Financial
Dynamics
Investors:
Eric Boyriven
Media:
Scot Hoffman
(212)
850-5600 |
MERCER
INTERNATIONAL INC. ANNOUNCES
PROPOSED
REORGANIZATION OF LEGAL FORM
NEW YORK,
NY, July 18, 2005 -- 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.
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