Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-125808
PROSPECTUS
SUPPLEMENT NO. 1
(To
Prospectus dated August 12, 2005 and Post-Effective
Amendment
No. 1 thereto dated March 14, 2006)
 |
MERCER
INTERNATIONAL INC.
4,210,526
Shares of Common Stock
|
This
prospectus supplement no. 1 supplements and amends the prospectus dated August
12, 2005 and post-effective amendment no. 1 thereto dated March 14, 2006
relating to 4,210,526 shares of common stock.
The
table
beginning on page 29 of the prospectus sets forth information with respect
to
the selling securityholders and the respective amounts of shares of common
stock
beneficially owned by each selling securityholder that may be offered pursuant
to the prospectus. The table is hereby supplemented and amended as
follows:
|
Name
|
Number
of Shares of Common Stock Beneficially Owned Prior to the
Offering
|
Number
of Shares of Common Stock That May Be Sold Under this
Prospectus
|
Shares
of Common Stock Beneficially Owned Following the Offering(1)
|
Percentage
of Shares Owned Following the Offering
|
|
West
Register (Investments) Limited(2)
|
2,124,589
|
2,124,589
|
Nil
|
*
|
|
Royal
Bank of Canada(3)
|
2,085,937
|
2,085,937
|
Nil
|
*
|
|
Total
|
4,210,526
|
4,210,526
|
Nil
|
*
|
______________________
* Less
than
1%
|
(1)
|
Assuming
all of the shares of common stock offered hereby are
sold.
|
|
(2)
|
The
shares previously held by KPMG Inc., as receiver, for distribution
to the
account of the Royal Bank of Scotland plc ("RBS") were transferred
to West
Register (Investments) Limited as nominee for, and a wholly owned
subsidiary of, RBS. Under the prospectus, RBS was, and continues
to be,
deemed to be a selling securityholder for all purposes thereunder
without
need for further supplement or
amendment.
|
|
(3)
|
Our
wholly owned subsidiary, Zellstoff Celgar Limited, has in place a
$30
million revolving credit facility relating to our Celgar mill under
which
the Royal Bank of Canada is the agent and one of the lenders. In
addition,
an affiliate of the Royal Bank of Canada has acted as an underwriter
on
our behalf.
|
The
prospectus dated August 12, 2005 and post-effective amendment no. 1 thereto
dated March 14, 2006, as amended and supplemented by this prospectus supplement
No. 1 constitutes the prospectus required to be delivered by Section 5(b) of
the
Securities Act of 1933, as amended.
Investing
in the shares of common stock involves a number of risks, including risks that
are described in the "Risk Factors" section beginning on page 9 of the
prospectus.
Neither
the Securities and Exchange Commission, referred to as the "SEC", nor any state
securities Commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offence.
The
date
of this prospectus supplement is January 5, 2007.