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.
Commission File No.: 333-126683
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FOR:
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MERCER INTERNATIONAL INC. |
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APPROVED BY:
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Jimmy S.H. Lee |
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Chairman & President |
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(604) 684-1099 |
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David M. Gandossi |
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Executive Vice-President & |
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Chief Financial Officer |
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(604) 684-1099 |
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For Immediate Release |
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Financial Dynamics |
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Investors: Eric Boyriven |
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Media: Scot Hoffman |
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(212) 850-5600 |
MERCER INTERNATIONAL INC. ANNOUNCES
ADJOURNMENT OF SPECIAL MEETING TO FEBRUARY 17, 2006
NEW YORK, NY, January 19, 2006 Mercer International Inc. (NASDAQ:MERCS, TSX: MRI.U)
(Mercer) today announced that it intends to adjourn its special meeting of shareholders scheduled
to be held on January 20, 2006 relating to the proposed conversion of Mercer to a corporate form to
February 17, 2006. At a meeting of the Board of Trustees of Mercer held on January 11, 2006 as
part of the process the board utilizes to assess its performance and to identify opportunities to
strengthen its effectiveness, the board considered certain changes to its corporate governance
practices. The reason for the adjournment of the special meeting is to permit shareholders to
consider amendments resulting from the board meeting to the Articles and Bylaws of Mercer
International Regco Inc., a wholly owned subsidiary and successor to Mercer upon completion of the
conversion, which eliminate the provision for a classified board of directors so that directors
shall hold office for one-year terms.
A proxy statement/prospectus supplement to the proxy statement/prospectus dated December 15,
2005 reflecting these amendments will be filed with the SEC and will be available for free at the
SECs website at www.sec.gov under Mercer International
Regco Inc. and a copy of the proxy statement/prospectus supplement will be delivered to shareholders. INVESTORS SHOULD READ THE
PROXY STATEMENT/PROSPECTUS SUPPLEMENT TOGETHER WITH THE PROXY STATEMENT/PROSPECTUS DATED DECEMBER
15, 2005 BEFORE MAKING A DECISION CONCERNING THE PROPOSED CONVERSION. The documents 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.mercerint.com/en/newsCurrent.cfm.
The preceding includes forward looking statements which involve known and unknown risks and
uncertainties which may cause the Companys 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 companys SEC reports.
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