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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 2, 2024
MERCER INTERNATIONAL INC.
(Exact name of Registrant as Specified in Its Charter)
| Washington | 000-51826 | 47-0956945 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (604) 684-1099
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered |
||
| Common Stock, par value $1.00 per share | MERC | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 7.01. | Regulation FD Disclosure. |
On April 2, 2024, Mercer International Inc. (the “Company”) issued a press release announcing that it entered into an agreement with West Fraser Timber Co. Ltd. (“West Fraser”) to dissolve their 50/50 joint venture in Cariboo Pulp and Paper (the “Joint Venture”). West Fraser will continue as the sole owner/operator of the mill.
No termination or other amounts are payable by the Company or West Fraser in connection with the termination of the joint venture. The Company will retain certain finished product inventory in connection with the transaction. In connection with the dissolution of the Joint Venture, the Company expects to recognize a non-cash impairment in the three months ended March 31, 2024, based on the net carrying value of such interest.
A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein. The information furnished under this Item 7.01 of this Current Report shall not be deemed to be “ filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release dated April 2, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MERCER INTERNATIONAL INC. | ||||||
| Date: April 2, 2024 | By: | /s/ Richard Short |
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| Richard Short | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
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News Release
For Immediate Release
WEST FRASER AND MERCER ANNOUNCE DISSOLUTION OF CARIBOO PULP AND PAPER JOINT VENTURE
VANCOUVER, B.C., April 2, 2024 – West Fraser Timber Co. Ltd. (“West Fraser”) (TSX and NYSE: WFG) and Mercer International Inc. (“Mercer”) (NASDAQ: MERC) announced today an agreement to dissolve their 50/50 joint venture in Cariboo Pulp and Paper. West Fraser will continue as the sole owner/operator of the mill, doing business as Cariboo Pulp and Paper Company.
Located in Quesnel, British Columbia, Cariboo Pulp and Paper has the capacity to produce up to 340,000 tonnes of high-quality Northern Bleached Softwood Kraft (NBSK) pulp annually, employing nearly 300 people.
“Cariboo Pulp is an important member of the West Fraser family of mills,” said Sean McLaren, West Fraser’s President & CEO. “This agreement better positions West Fraser to support the mill and provides ongoing certainty to our talented workforce.”
Commenting on the agreement, Juan Carlos Bueno, Mercer CEO, said: “We acquired our non-core interest in Cariboo Pulp as a result of our acquisition of the Mercer Peace River mill in 2018. After reviewing this asset in light of our strategic priorities, we determined that this dissolution will allow us to redeploy and direct resources to areas that are better aligned with our long-term focus.”
No termination or other amounts are payable by either company in connection with the termination of the joint venture. Mercer will retain certain finished product inventory in connection with the transaction. Mercer expects to recognize a non-cash impairment in the first quarter in connection with the dissolution of the joint venture, based on the net carrying value of such interest.
Cariboo Pulp and Paper is a pillar of the Quesnel forestry community and has been in operation since 1972.
- 30-
About West Fraser
West Fraser is a diversified wood products company with more than 60 facilities in Canada, the United States, the United Kingdom and Europe. From responsibly sourced and sustainably managed forest resources, West Fraser produces lumber, engineered wood products (OSB, LVL, MDF, plywood, and particleboard), pulp, newsprint, wood chips, other residuals and renewable energy. West Fraser’s products are used in home construction, repair and remodelling, industrial applications, papers, tissue, and box materials. For more information about West Fraser, visit www.westfraser.com.
About Mercer International Inc.
Mercer International Inc. is a global forest products company with operations in Germany, the United States and Canada with consolidated annual production capacity of 2.3 million tonnes of pulp, 960 million board feet of lumber, 210,000 cubic meters of cross-laminated timber, 45,000 cubic meters of glulam, 17 million pallets and 230,000 metric tonnes of biofuels.
Forward-Looking Statements
This news release contains forward-looking information or forward-looking statements (collectively, “forward looking statements”) within the meaning of applicable securities laws. These forward-looking statements include, among other things, in the case of West Fraser, West Fraser continuing as sole owner/operator of mill, the annual production capacity of the mill and the better positioning of West Fraser to support the mill, and, in the case of Mercer, the redeployment resources by Mercer to areas better aligned with its long-term focus and anticipated impairment charge. Any such forward-looking statements are based on information currently available to West Fraser and Mercer and are based on assumptions and analyses made by each of West Fraser and Mercer considering their respective experience and perception of historical trends and current conditions and are subject to inherent risks and uncertainties including the potential impact of the announcement or completion of the transaction on relationships, including regulatory bodies, employees, suppliers, customers and competitors. Readers should also refer, in the case of West Fraser, to the risk factors set forth in West Fraser’s annual information form and management’s discussion and analysis for the year ended December 31, 2023, each dated February 14, 2024, available at SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov/edgar) and, in the case of Mercer, to the risk factors set forth in Mercer’s annual report on Form 10-K and the management’s discussion and analysis therein for the year ended December 31, 2023, dated February 15, 2024, available at EDGAR (www.sec.gov/edgar). There can be no assurance that the plans, intentions, or expectations upon which forward-looking statements are based will be realized. Actual results may differ, and the difference may be material and adverse to West Fraser and its shareholders or to Mercer and its shareholders. Except as may be required by law, West Fraser and Mercer undertake no obligation to publicly update or revise any forward-looking statements.
For Additional Information:
| MERCER INTERNATIONAL INC. | WEST FRASER TIMBER CO. LTD. | |
| William D. McCartney Interim Chairman (604) 684-1099 |
Robert B. Winslow, CFA Director, Investor Relations & Corporate Development (416) 777-4426 shareholder@westfraser.com |
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| Juan Carlos Bueno Chief Executive Officer (604) 684-1099 |
Joyce Wagenaar Director, Communications (604) 817-5539 media@westfraser.com |
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