Following its creation and
initial meeting on November 3, the Special Committee of the Board of
Abitibi-Consolidated considered relevant facts, including recent actions taken
and public statements made by, or on behalf of, one of the company's
shareholders, Quebecor Inc. The Committee has also received independent legal
advice.
After careful consideration, on November 5,
the Special Committee came to the conclusion that Quebecor's comments were
without merit and foundation. The Special Committee then expressed its full
support for CEO John W. Weaver and Abitibi-Consolidated's management.
"The Special Committee was concerned
that misinformation and uncertainty in the marketplace could adversely impact
shareholder value. We have decided to write a letter to all shareholders to
dispel misconceptions and to express our support for management and its ongoing
efforts to enhance value for all shareholders," said John A. Tory,
Chairman of the Special Committee.
The Special Committee based its conclusions,
among other things, on the following:
Over the last 18 months, since John Weaver
became CEO, management has presided over a significant turnaround of
Abitibi-Consolidated, in terms of culture, operations, results and growth.
Among other things, management showed discipline by closing 350,000 metric tons
of high cost capacity, reducing manpower by more than 10% compared with January
1, 1999 levels and reducing SG&A by shedding 112 positions at head office
as part of a comprehensive cost reduction program implemented in 1999 - well
before the acquisition of Donohue.
Recent third quarter net earnings of C$108
million represent an improvement of 77% over the second quarter of 2000,
despite a C$16-million pre-tax charge in connection with the refinancing of the
company's bridge loan used to complete the acquisition of Donohue.
Despite contrary public statements made by,
or on behalf of, Quebecor, more than 60% of the company's operating profit for
the third quarter, and more than 80% of the increase over the previous quarter
are attributable to operations owned by Abitibi-Consolidated before the acquisition
of Donohue.
With respect to synergies, the company is
currently surpassing the objectives set by the board in June with the approval
of the Quebecor representatives. Synergies reached an annualized rate of C$180
million at the end of the third quarter (excluding fiber and energy price
increases), compared with objectives of C$125 million for the first quarter of
2001 and C$250 million overall. This C$180 million amount was reviewed by the
Audit Committee in consultation with the Company's external auditors prior to
the announcement of the Company's third quarter results.
The special committee hearing was called
after allegations by Quebecor Inc., the largest shareholder in Donohue, that
the combined company was not producing as effectively as it could.
According to press reports Quebecor remains dissatisfied
with Abitibi's management and will keep pushing for changes. Quebecor formerly
controlled Donohue, which was far more profitable in recent years than Abitibi.
If Abitibi had adopted Donohue's best practices after the merger, "the
performance would be much better," said Quebecor spokesman Luc Lavoie,
according to the Wall Street Journal.
The problems between the two sides came to a head when Michel Desbiens, chairman of the board and formerly the head of Donohue, resigned his position with A-C, although he remains a member of the board.
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