Fibria Celulose S.A. Announces Commencement of Modified Dutch Auction Tender Offer for 7.500% Senior Notes due 2020

SAO PAULO, June 11, 2012 /PRNewswire/ -- Fibria Celulose S.A. ("Fibria") today announced that it has commenced a cash tender offer (the "Tender Offer") for up to $500.0 million aggregate principal amount (as such amount may be increased in Fibria's sole discretion, the "Tender Cap") of the outstanding 7.500% Senior Notes due 2020 (the "Notes") issued by Fibria Overseas Finance Ltd., a wholly-owned subsidiary of Fibria. Information related to the Notes and the Tender Offer are listed in the table below.

(1) Per $1,000 principal amount of Notes that are accepted for purchase.
(2) Includes the Early Tender Payment.

The "Total Consideration" per $1,000 principal amount of Notes payable to holders who validly tender (and not withdraw) their Notes on or prior to the Early Tender Date (defined below) will be equal to a "Clearing Price" to be determined pursuant to a "modified Dutch Auction" procedure and as set forth below. Each holder that tenders Notes in the Tender Offer will specify a "Bid Price," within a range specified in the table above under "Acceptable Bid Price Range," which represents the minimum consideration such holder is willing to receive for those Notes. Holders who tender Notes without specifying a Bid Price will be deemed to have specified $1,000.00 per $1,000 principal amount of Notes. The Total Consideration payable under the Tender Offer, and the Bid Price specified by holders of Notes electing to participate, includes an "Early Tender Payment" of $50.00 for each $1,000 principal amount of Notes. Holders will only be eligible to receive the Early Tender Payment for Notes that such holders have validly tendered (and not withdrawn) at or prior to 5:00 p.m., New York City time, on June 22, 2012, unless extended by Fibria (the "Early Tender Date"). The Tender Offer is scheduled to expire at 12:00 midnight, New York City time, on Monday, July 9, 2012, unless extended or earlier terminated by Fibria (the "Expiration Date").

The "Clearing Price" will be determined based on the Bid Price of all tendered Notes, in order of lowest to highest Bid Price. The Clearing Price will be the single lowest Bid Price so specified that will enable Fibria to purchase an aggregate amount of Notes equal to the Tender Cap.

If the aggregate amount of Notes validly tendered (and not withdrawn) at a Bid Price equal to or below the clearing price exceeds the Tender Cap, then, subject to the terms and conditions of the Tender Offer, Fibria will accept for purchase, first, all Notes validly tendered (and not withdrawn) with a Bid Price less than the clearing price, and thereafter, Notes validly tendered (and not withdrawn) with a Bid Price equal to the clearing price on a prorated basis.

In addition, holders will receive accrued and unpaid interest on all Notes tendered and accepted for payment in the Tender Offer from the last interest payment date up to, but not including, the settlement date for the Tender Offer.

Notes may be withdrawn any time prior to 5:00 p.m., New York City time, on June 22, 2012, unless extended by Fibria (the "Withdrawal Date"). Holders of Notes who tender their Notes after the Withdrawal Date, but on or prior to the Expiration Date, may not withdraw their tendered Notes. Fibria reserves the right, in its sole discretion, to increase the Tender Cap. If Fibria increases the Tender Cap, it does not currently intend to extend the Withdrawal Date or otherwise reinstate withdrawal rights.

The Tender Offer is conditioned on our receipt by the Early Tender Date and the Expiration Date of Notes validly tendered (and not withdrawn) in an aggregate principal amount of at least $400.0 million and certain other customary conditions.  Subject to applicable law, Fibria may amend, modify or terminate the Tender Offer at any time in its sole discretion.

The terms and conditions of the Tender Offer are described in the offer to purchase, dated June 11, 2012 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), and in the related letter of transmittal that will be sent to holders of the Notes. Holders are encouraged to read these documents carefully when they become available.

Fibria has retained Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. to act as Dealer Managers for the Tender Offer. D.F. King & Co., Inc. is the Information Agent and Tender Agent for the Tender Offer. Questions regarding the Tender Offer should be directed to Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect), or Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6108 (collect). Requests for documentation should be directed to D.F. King & Co., Inc. at (800) 488-8095 (toll-free) or (212) 269-5550 (for banks and brokers). This press release is for informational purposes only.

This press release is not an offer to purchase or a solicitation of an offer to purchase with respect to any Notes or any other securities. The Tender Offer is being made solely pursuant to the terms of the Offer to Purchase and related letter of transmittal. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Fibria, the Dealer Managers or the Information Agent makes any recommendation as to whether holders should tender or refrain from tendering their Notes. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.

Forward-Looking Statements

This document may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the 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 Offer, including whether the Tender Offer is 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.

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