Fibria Celulose S.A. Announces Commencement of Cash Tender Offer for up to $480.0 Million in Aggregate Principal Amount of the Outstanding 7.500% Senior Notes Due 2020 and Cash Tender Offer for up to the 2021 Notes Maximum Tender Amount of 6.750% Senior Notes Due 2021, in Each Case, of Fibria Overseas Finance Ltd.

SAO PAULO, April 23, 2013 /PRNewswire/ -- Fibria Celulose S.A. ("Fibria") today announced that it has commenced (i) an offer to purchase for cash (the "2020 Notes Tender Offer") up to $480.0 million in aggregate principal amount (the "2020 Notes Maximum Tender Amount") of the outstanding 7.500% Senior Notes due 2020 (the "2020 Notes") of Fibria Overseas Finance Ltd., a company controlled by Fibria ("Fibria Overseas"), and (ii) an offer to purchase for cash (the "2021 Notes Tender Offer" and, together with the 2020 Notes Tender Offer, the "Tender Offers") the outstanding 6.750% Senior Notes due 2021 (the "2021 Notes" and, together with the 2020 Notes, the "Notes") of Fibria Overseas in an aggregate principal amount such that the aggregate principal amount of 2021 Notes accepted for purchase does not exceed (1) U.S.$480.0 million less (2) the aggregate principal amount of 2020 Notes validly tendered and accepted for purchase pursuant to the 2020 Notes Tender Offer (the "2021 Notes Maximum Tender Amount").  Each series of Notes is fully, unconditionally and irrevocably guaranteed by Fibria. 

The following table sets forth the consideration for each series of Notes:

The 2020 Notes Tender Offer will expire at 12:00 Midnight, New York City time, on May 20, 2013, unless extended by Fibria (such time and date, as it may be extended, the "2020 Notes Expiration Date"). Holders of 2020 Notes who validly tender (and do not validly withdraw) their 2020 Notes at or prior to 5:00 p.m., New York City time, on May 6, 2013, unless extended by Fibria (such time and date, as it may be extended, the "2020 Notes Early Tender Date"), will be eligible to receive the 2020 Notes Total Consideration (as defined below), which includes the 2020 Notes Early Tender Payment (as defined below), plus Accrued Interest. 2020 Notes Holders who validly tender 2020 Notes after the 2020 Notes Early Tender Date but at or prior to the 2020 Notes Expiration Date in the manner described herein will not be eligible to receive the 2020 Notes Early Tender Payment and will therefore only be eligible to receive the 2020 Notes Tender Offer Consideration (as defined below), plus Accrued Interest. 2020 Notes that have been validly tendered pursuant to the 2020 Notes Tender Offer may be validly withdrawn prior to the 2020 Notes Early Tender Date but not thereafter except as may be required by applicable law (as determined by Fibria).

The 2021 Notes Tender Offer will expire at 12:00 Midnight, New York City time, on May 20, 2013, unless extended by Fibria (such time and date, as it may be extended, the "2021 Notes Expiration Date"). Holders of 2021 Notes who validly tender (and do not validly withdraw) their 2021 Notes at or prior to 5:00 p.m., New York City time, on May 6, 2013, unless extended by Fibria (such time and date, as it may be extended, the "2021 Notes Early Tender Date"), will be eligible to receive the 2021 Notes Total Consideration (as defined below), which includes the 2021 Notes Early Tender Payment (as defined below), plus Accrued Interest. 2021 Notes Holders who validly tender 2021 Notes after the 2021 Notes Early Tender Date but at or prior to the 2021 Notes Expiration Date in the manner described herein will not be eligible to receive the 2021 Notes Early Tender Payment and will therefore only be eligible to receive the 2021 Notes Tender Offer Consideration (as defined below), plus Accrued Interest. 2021 Notes that have been validly tendered pursuant to the 2021 Notes Tender Offer may be validly withdrawn prior to the 2021 Notes Early Tender Date but not thereafter except as may be required by applicable law (as determined by Fibria).

The "2020 Notes Total Consideration" for each U.S.$1,000 principal amount of 2020 Notes validly tendered (and not validly withdrawn) at or prior to the 2020 Notes Early Tender Date and accepted for purchase pursuant to the 2020 Notes Tender Offer will be U.S.$1,150.00, which includes an early tender payment equal to U.S.$30.00 (the "2020 Notes Early Tender Payment"). Holders of 2020 Notes who validly tender 2020 Notes after the 2020 Notes Early Tender Date but at or prior to the 2020 Notes Expiration Date and whose 2020 Notes are accepted for purchase will not be entitled to receive the 2020 Notes Early Tender Payment and will therefore be entitled to receive, for each U.S.$1,000 principal amount of 2020 Notes accepted for purchase, U.S.$1,120.00 (the "2020 Notes Tender Offer Consideration"). 

The "2021 Notes Total Consideration" for each U.S.$1,000 principal amount of 2021 Notes validly tendered (and not validly withdrawn) at or prior to the 2021 Notes Early Tender Date and accepted for purchase pursuant to the 2021 Notes Tender Offer will be U.S.$1,130.00, which includes an early tender payment equal to U.S.$30.00 (the "2021 Notes Early Tender Payment"). Holders of 2021 Notes who validly tender 2021 Notes after the 2021 Notes Early Tender Date but at or prior to the 2021 Notes Expiration Date and whose 2021 Notes are accepted for purchase will not be entitled to receive the 2021 Notes Early Tender Payment and will therefore be entitled to receive, for each U.S.$1,000 principal amount of 2021 Notes accepted for purchase, U.S.$1,100.00 (the "2021 Notes Tender Offer Consideration").

Subject to the 2020 Notes Maximum Tender Amount, Fibria intends to accept for purchase on the settlement date that is expected to be within three business days following the 2020 Notes Early Tender Date or as promptly as practicable thereafter (the "2020 Notes Early Settlement Date") all 2020 Notes validly tendered (and not validly withdrawn) at or prior to the 2020 Notes Early Tender Date, and will only prorate such 2020 Notes if the aggregate principal amount of 2020 Notes validly tendered (and not validly withdrawn) at or prior to the 2020 Notes Early Tender Date exceeds the 2020 Notes Maximum Tender Amount. If the 2020 Notes Tender Offer is fully subscribed as of the 2020 Notes Early Tender Date, Holders of 2020 Notes who validly tender 2020 Notes after the 2020 Notes Early Tender Date will not have any of their 2020 Notes accepted for purchase, provided that such 2020 Notes may be accepted for purchase if Fibria increases the 2020 Notes Maximum Tender Amount, which it is entitled to do in its sole discretion. There can be no assurance that Fibria will increase the 2020 Notes Maximum Tender Amount. If the 2020 Notes Tender Offer is not fully subscribed as of the 2020 Notes Early Tender Date, subject to the 2020 Notes Maximum Tender Amount (taking into account 2020 Notes validly tendered and accepted for purchase on the 2020 Notes Early Settlement Date), Fibria intends to accept for purchase on the settlement date that is expected to be within three business days following the 2020 Notes Expiration Date or as promptly as practicable thereafter 2020 Notes validly tendered after the 2020 Notes Early Tender Date but at or prior to the 2020 Notes Expiration Date. 2020 Notes Holders who validly tender 2020 Notes after the 2020 Notes Early Tender Date but at or prior to the 2020 Notes Expiration Date may be subject to proration (as described in the Offer Documents (as defined below)).

Subject to the 2021 Notes Maximum Tender Amount, Fibria intends to accept for purchase on the settlement date that is expected to be within three business days following the 2021 Notes Expiration Date or as promptly as practicable thereafter (the "2021 Notes Settlement Date") all 2021 Notes validly tendered (and not validly withdrawn) at or prior to the 2021 Notes Expiration Date.  In such case, 2021 Notes Holders who validly tender their 2021 Notes at or prior to the 2021 Notes Expiration Date may be subject to proration (as described in the Offer Documents) if the aggregate principal amount of 2021 Notes validly tendered (and not validly withdrawn) as of the 2021 Notes Expiration Date exceeds the 2021 Notes Maximum Tender Amount. There is no "early settlement date" with respect to the 2021 Notes regardless of whether such 2021 Notes were tendered at or prior to the 2021 Notes Early Tender Date. If the 2020 Notes Tender Offer is fully subscribed as of the 2020 Notes Expiration Date, 2021 Notes Holders who validly tender 2021 Notes will not have any of their 2021 Notes accepted for purchase, provided that such 2021 Notes may be accepted for purchase if Fibria increases the 2021 Notes Maximum Tender Amount, which it is entitled to do in its sole discretion. There can be no assurance that Fibria will increase the 2021 Notes Maximum Tender Amount.

Fibria's obligation to purchase Notes in either of the Tender Offers is conditioned on the satisfaction or waiver of certain conditions described in the Offer Documents.  Neither Tender Offer is conditioned upon the tender of any minimum principal amount of Notes of such series or of the other series. However, the 2020 Notes Tender Offer is subject to the 2020 Notes Maximum Tender Amount and the 2021 Notes Tender Offer is subject to the 2021 Notes Maximum Tender Amount.  Fibria has the right, in its sole discretion, to amend or terminate either of the Tender Offers at any time. 

The terms and conditions of the Tender Offers are described in the Offer to Purchase, dated April 23, 2013 (the "Offer to Purchase"), and the related Letter of Transmittal (together, the "Offer Documents").  Copies of the Offer Documents are available to holders of Notes from D.F. King & Co., Inc., the tender and information agent for the Tender Offers (the "Tender and Information Agent").  Requests for copies of the Offer Documents should be directed to the Tender and Information Agent at +1 (800) 488-8075 (toll free) or +1 (212) 269-5550 (collect) or [email protected].

Fibria reserves the right, in its sole discretion, not to accept any tenders of Notes for any reason.  Fibria is making the Tender Offers only in those jurisdictions where it is legal to do so. 

Fibria has retained Credit Agricole Securities (USA) Inc. ("Credit Agricole CIB"), Deutsche Bank Securities Inc. ("Deutsche Bank Securities") and Morgan Stanley & Co. LLC ("Morgan Stanley") to act as Lead Dealer Managers and Banco Votorantim Securities, Inc. to act as Co-Dealer Manager in connection with the Tender Offers.  Questions regarding the Tender Offers may be directed to Credit Agricole CIB at +1 (866) 807-6030 (toll-free) or +44 (0) 20 7214 7440 (collect), Deutsche Bank Securities at +1 (866) 627-0391 (toll-free) or +1 (212) 250-7527 (collect), or Morgan Stanley at +1 (800) 624‑1808 (toll-free) or +1 (212) 761‑1057 (collect).

Neither the Offer Documents nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This announcement is not an offer to purchase or a solicitation of an offer to purchase.  The Tender Offers are being made solely pursuant to the Offer Documents.  The Tender Offers are not being made to, nor will Fibria accept tenders of Notes from, holders in any jurisdiction in which the Tender Offers or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934 that are not based on historical facts and are not assurances of future results. These forward-looking statements are based on management's current expectations and estimates about future events and financial trends, which affect or may affect Fibria's businesses and results of operations. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words are intended to identify estimates and forward-looking statements. These statements include but are not limited to forward-looking statements about the planned Tender Offers, including whether the Tender Offers are consummated in whole or in part. Although Fibria believes that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to Fibria. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations and Fibria's future results may differ materially from those expressed in these estimates and forward-looking statements.

All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this document. Fibria undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

SOURCE Fibria Celulose S.A.