BOWATER INCORPORATED
Filed
by Bowater Incorporated
Commission File No. 1-8712
Pursuant to
Rule 425 under the Securities Act of 1933
And Deemed Filed
Pursuant to Rule 14a-12
Under the Securities Exchange Act of
1934
Subject Company: Bowater Incorporated
Commission File
No. 1-8712
[Email
Letter to Bowater Employees]
January 29, 2007
Dear Colleague,
I am very pleased to tell you that today we are announcing that Abitibi-Consolidated and Bowater
have agreed to combine our companies in an all-stock merger of equals. The new company, to be
called AbitibiBowater Inc., will be a leader in the paper and forest products industry that will be
stronger both operationally and financially and better positioned to meet the changing needs
of our customers as we compete in an increasingly global market.
Combining our business with Abitibi-Consolidated will position the new company for far greater
success than either company could have achieved alone. By establishing a larger and stronger
organization that is better able to compete globally, this combination will create more
opportunities and provide greater long-term security for the vast majority of employees at both
companies.
As you know, we are operating in a challenging market environment. Newsprint demand has been
lower, there are industry-wide efficiency and capacity challenges, new competition from overseas is
coming, and our customers needs continue to evolve. Given these realities, the best way to ensure
a bright future for our employees, customers and shareholders is to take the bold step of creating
a stronger merged company that can compete and grow.
By combining Abitibi-Consolidated and Bowater, we will be able to generate efficiencies that will
further competitive pricing and lead to improved product quality, new product innovation and
improved shipment times, while ensuring a steady supply stream for our customers in North America.
These efficiencies will make AbitibiBowater Inc. a stronger competitor that is better positioned to
prosper in a tough business.
You should know that the synergies we expect to realize from this merger are not predicated on a
significant reduction in our workforce. Clearly, as we integrate the companies which will not
take place until well after the closing there will likely be some overlap in administrative and
corporate functions, but the vast majority of employees will not be significantly affected by this
merger.
Both Abitibi-Consolidated and Bowater have highly skilled work forces and complementary cultures
that are focused on achieving operational excellence. Going forward, I am confident that
AbitibiBowater Inc. will maintain this focus by tapping the best talent and adopting the best
practices from each company.
It is important to realize, however, that this announcement is the first step in a long process.
Before our companies can merge, certain conditions, such as shareholder and regulatory approvals,
must be met. While we expect to receive the necessary approvals and to close the merger in the
third quarter of 2007, until that time we must continue to operate as independent companies.
AbitibiBowater Inc. will be headquartered in Montreal, Canada with a U.S. regional manufacturing
and sales office in Greenville. John Weaver, Abitibi-Consolidateds CEO, will be Executive
Chairman of the combined company and I will serve as President and Chief Executive Officer, with
primary responsibility for operations and sales.
We just finished 2006 with an outstanding safety improvement. Significant change like this can
cause us to lose focus on being safe lets keep our eye on continuing to improve.
Thank you again for your continued dedication and commitment. Your hard work in building Bowater
has given us this exciting growth opportunity. We are grateful for the contributions you have made,
and will continue to make, to our company.
Sincerely,
Dave Paterson
Forward-Looking Statements
Any statements made regarding the proposed transaction between Abitibi and Bowater, the
expected timetable for completing the transaction, benefits or synergies of the transaction, and
other statements contained in this letter that are not historical fact are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, that are
based on managements beliefs, certain assumptions and current expectations. These statements may
be identified by the use of forward-looking terminology such as the words expects, projects,
intends, believes, anticipates and other terms with similar meaning indicating possible
future events or actions or potential impact on the businesses or shareholders of Abitibi and
Bowater (separately and together the Companies). Such statements include, but are not limited
to, statements about future financial and operating results including expected synergies and the
manner in which they will be achieved, Abitibis and Bowaters plans, objectives, expectations and
intentions, the markets for Abitibis and Bowaters products, the future development of Abitibis
and Bowaters business, and the contingencies and uncertainties to which Abitibi and Bowater may be
subject, and other statements that are not historical facts. There is no assurance the
transaction contemplated in this letter will be completed at all, or completed upon the same terms
and conditions described. All forward-looking statements in this letter are expressly qualified by
information contained in each companys filings with regulatory authorities.
The following factors, among others, could cause actual results to differ materially from
those set forth in the forward-looking statements: the ability to obtain required governmental or
third party approvals of the combination on the proposed terms and schedule and without material
concessions; the failure of Abitibi or Bowater shareholders to approve the combination; the
exercise by a material percentage of Abitibi shareholders of their dissent rights; the risk that
the businesses will not be integrated successfully; the risk that the cost savings and other
expected synergies from the transaction may not be fully realized or may take longer to realize
than expected; and disruption from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers. Additional factors that could cause
Abitibis and Bowaters results to differ materially from those described in the forward-looking
statements can be found in the periodic reports filed by Abitibi and Bowater with the Securities
and Exchange Commission (the SEC) and available at the SECs internet site (http://www.sec.gov).
Neither Abitibi nor Bowater undertakes and each specifically disclaims, any obligation to update or
revise any forward-looking information, whether as a result of new information, future developments
or otherwise.
Additional Information and Where to Find It
In connection with the proposed transaction, AbitibiBowater Inc. will file with the SEC a
registration statement on Form S-4, which will include a proxy statement of Bowater, a prospectus
of AbitibiBowater and a management information circular of Abitibi. Shareholders are urged to read
the joint proxy statement/prospectus/management information circular regarding the proposed
transaction when it becomes available, because it will contain important information. Shareholders
will be able to obtain a free copy of the joint proxy statement/prospectus/management information
circular, as well as other filings containing information about Abitibi and Bowater, without
charge, at the SECs internet site (http://www.sec.gov). Copies of the joint proxy
statement/prospectus/management information
circular and the filings with the SEC that will be incorporated by reference in the joint
proxy statement/prospectus/management information circular can also be obtained, without charge, by
directing a request to Abitibi, 1155 Metcalfe Street, Suite 800, Montreal, Quebec Canada H3B 5H2,
Attention: Investor Relations (514) 394-2341, or to Bowater, 55 Camperdown Way, Greenville, South
Carolina USA 29602, Attention: Investor Relations (864) 271-7733.
Participants in the Solicitation
Abitibi, Bowater and their respective directors and executive officers and other persons may
be deemed to be participants in the solicitation of proxies in respect of the proposed combination.
Information regarding Abitibis directors and executive officers is available in the 2005 Annual
Report on Form 40-F filed with the SEC by Abitibi on March 31, 2006, and the management information
circular with respect to Abitibis 2006 Annual Meeting of Shareholders filed by Abitibi on SEDAR on
March 31, 2006. Information regarding Bowaters directors and executive officers is available in
the Annual Report on Form 10-K filed with the SEC by Bowater on March 13, 2006 and the Proxy
Statement with respect to Bowaters 2006 Annual Meeting of Stockholders filed by Bowater with the
SEC on April 12, 2006. Other information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus/management information circular and other
relevant materials to be filed with the SEC when they become available.