Abitibi-Consolidated/Bowater Preliminary Proxy Statement Filed

Includes: ABY-OLD, BOW
by: The M & A Researcher

Abitibi-Consolidated (ABY-OLD) filed a second amended proxy statement for its Bowater (BOW) merger transaction with the SEC on May 30, 2007.

Shareholder meeting details are still not included in the revised document.

The regulatory matters section of the proxy provides the following updates:

AbitibiBowater filed an application under the Investment Canada Act on April 20, 2007 and on April 23, 2007 received confirmation that the filing is complete and the initial 45-day review period has commenced.

Abitibi and Bowater submitted a joint filing to the antitrust authorities of Brazil on February 16, 2007, although the approval of this authority is not required to complete the combination. On March 21, 2007, Abitibi and Bowater submitted a joint filing to the Competition Board of Turkey which approved the combination on April 12, 2007. Abitibi and Bowater also may provide notification of the combination to the competition authorities in Greece, but such a filing is not required prior to completion of the combination.

Based on the April 23 confirmation date noted above, the Investment Canada review deadline is July 6, 2007. This transaction has a high probability of review extension, particularly given the attention this and other Canadian acquisitions have received among the public. Assuming the review is extended, the second deadline would fall in mid/late-August, at which time approval would be more likely to occur.

There have been no substantial updates on the HSR review process, which is now well into the third month of the second request. Some sort of progress remains expected during the third quarter of this year, and if the companies are able to comply before the end of August -- which seem entirely possible -- completion before the end of September can still be accomplished. As noted throughout, this is not an extremely complex situation for the companies or the FTC, and an offering of a divestiture or two should appease regulators both in the U.S. and Canada.

While a delay into the fourth quarter remains entirely possible, the companies should be able to avoid this via good-faith negotiations with regulators over the course of the next two months.

Disclosure: We have no positions of any kind, in any security. We are a completely neutral source of research and analysis.