The Paper Excellence Group, through its wholly-owned subsidiary Domtar Corporation, a global diversified manufacturer of pulp and specialty, printing, writing, and packaging papers, and Resolute Forest Products Inc. (NYSE: RFP) (TSX: RFP), a global forest products company, have announced that they have entered into an agreement under which Domtar will acquire all of the outstanding common shares of Resolute stock. The cash portion of the merger consideration represents a premium of approximately 64% to Resolute's closing share price on NYSE on July 5, 2022. The cash consideration represents an enterprise value of approximately US$2.7 billion, including pension liabilities and excluding the Contingent Value Right (CVR) on softwood lumber duty deposit refunds. The transaction will be carried out by way of a merger of Resolute with a newly created subsidiary of Domtar, providing for conversion of each share of Resolute common stock into the right to receive US$20.50 per share, together with a CVR entitling the holder to a share of future softwood lumber duty deposit refunds. Each share, on a fully diluted basis at closing, will be entitled to receive one CVR.
Latham & Watkins LLP represents Paper Excellence and Domtar in the transaction with a corporate deal team led by New York partner Robert Katz and Chicago partner Jason Morelli, with associates Sašo Kraner, Daley King, Lachlan Sievert, and Josh Barkow. Advice was also provided on benefits and compensation matters by New York partner Jennifer Pepin, with associates Samantha Voutyras and Jaye Han; on labor and employment matters by Chicago partner Nineveh Alkhas, with associate Laura Waller; on tax matters by Chicago partner Rene de Vera, with associate Michael Zucker; on finance matters by Washington, D.C. partner Jason Licht, New York partner Scott Ollivierre, and Washington, D.C. counsel Charles Cassidy, with associates Louis Quagliato, Jacob Sikora, John Fluharty, Nicholas Kho, and Brooke Padgett; on environmental matters by New York partner Gary Gengel and New York counsel David Langer, with associates Qingyi Pan and Donna Chen; on real estate matters by New York partner Michael Haas, with associates Thomas Ficchi and Lauren Mastronardi; on antitrust matters by Washington, D.C. partner Ian Conner, with associates Caitlin Fitzpatrick and Carla Palma; on intellectual property matters by New York partner Jeffrey Tochner, with associate Dewey Kang; on CFIUS matters by Washington, D.C. partner Damara Chambers; and on data privacy matters by Bay Area partner Robert Blamires, with associate Kathryn Parsons-Reponte.
Latham represented Paper Excellence in its acquisition of Domtar Corporation in 2021.