Fibria Celulose S.A. Announces Commencement of Cash Tender Offer for up to $480.0 Million in Aggregate Principal Amount of the

  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.

PR Newswire

SAO PAULO, April 23, 2013

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:

                        Aggregate Principal  Maximum          Total
                         Amount Outstanding   Acceptance Limit Consideration^1
Title of Security


7.500% Senior Notes due                       U.S.$480.0
2020                     U.S.$1,237.2 million million          U.S.$1,150.00

(CUSIP Nos. G3400PAB3;
31572UAB2; 31572UAC0)


6.750% Senior Notes due                       2021 Notes
2021                     U.S.$699.6 million   Maximum Tender   U.S.$1,130.00
                                              Amount^2
(CUSIP Nos. 31572UAD8;
G3400PAC1)

    The amount to be paid for each U.S.$1,000 principal amount of the
    applicable series of Notes validly tendered and accepted for purchase. In
(1) each case, the Total Consideration includes an Early Tender Payment of
    U.S.$30.00 for each U.S.$1,000 principal amount of Notes. In addition,
    accrued and unpaid interest up to, but not including, the applicable
    settlement date ("Accrued Interest") will be paid.
    Equals U.S.$480.0 million less the aggregate principal amount of 2020
(2) Notes validly tendered and accepted for purchase pursuant to the 2020
    Notes Tender Offer.



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 Fibria@dfking.com.

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.
 
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