As previously disclosed, on July 5, 2022, Domtar Corporation, a Delaware corporation (“Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by
and among Resolute Forest Products Inc., a Delaware corporation (“Resolute”), Terra Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Karta Halten B.V., a private limited company organized under the
laws of the Netherlands (“Terra 1”), and Paper Excellence B.V., a private limited company organized under the laws of the Netherlands (“Terra 2 and together with Parent and Terra 1, the “Parent Parties”), pursuant to and subject to the terms and
conditions of which Merger Sub will be merged with and into Resolute (the “Merger”), with Resolute surviving the Merger as a wholly owned subsidiary of Parent.
On December 28, 2022, the Parent Parties announced that they had entered into a Consent Agreement with
the Canadian Commissioner of Competition (the “Commissioner”) in connection with the merger, which was registered with the Canadian Competition Tribunal on December 28, 2022. The Commissioner issued a no-action letter on December 28, 2022, which
terminated the applicable waiting period.
The consummation of the Merger is conditioned upon, among other things, the expiration or termination of the applicable waiting period (or any extension thereof) under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). At 11:59 p.m., Eastern Time, on February 23, 2023, the waiting period applicable to the Merger
under the HSR Act expired and, with other required regulatory clearances having been obtained, all of the conditions to the closing of the Merger have now been satisfied, other than those that by their terms are to be satisfied at the closing.
Resolute and Parent currently expect the closing of the Merger to occur in early March 2023.
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 the Company 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.
