SecProbe.io

April 19, 2012
Via Email
H.S. Sangra, Esq. Sangra Moller LLP 1000 Cathedral Place 925 West Georgia Street Vancouver, B.C. Canada V6C 3L2
Re: Mercer International, Inc.
  Definitive Proxy Statement on Schedule 14A   Filed March 12, 2012   File No. 0-51826

Dear Mr. Sangra:

We have reviewed your supplemental re sponse dated April 13, 2012 and have the
following comments.

General

1. We note your response to our oral comment requesting an analysis of whether the
increased cash component of the consid eration announced on April 11, 2012 required a
re-solicitation of  Mercer shareholders.  Please supp lementally advise us of when you
began discussions regarding the potential incr ease in offer consideration, inclusive of
when discussions commenced regarding a possi ble increase in the cash component of the
consideration.  Given that the po ssibility of an increase in ca sh consideration was not part
of the disclosure included in the proxy statement, provide us  with your analysis of why
disclosure of any such discussions regarding th e potential for an increase in consideration
in the form of cash (versus stock) was omitted from soliciting materials made available to
shareholders in advance of  the April 10, 2012 meeting.

2. Please supplementally advise us of wh ether the decision to increase the offer
consideration occurred before or after the shareholder meeting.

Closing Comments

Please electronically submit a cover letter that  keys your responses to our comments.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewin g your responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure

Mr. H.S. Sangra
Sangra Moller LLP April 19, 2012 Page 2

 in the filings reviewed by the staff to be certain  that they have provided all material information
to investors.  Since the company and its manage ment are in possession of all facts relating to
their disclosure, they are responsible for the accur acy and adequacy of the disclosures they have
made.
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.
Please direct any questions to me at ( 202) 551-3757.  You may also contact me via
facsimile at (202) 772-9203.  Please send all corre spondence to us at the following ZIP code:
20549-3628.
Sincerely,
 /s/ Mellissa Campbell Duru  Mellissa Campbell Duru  Special Counsel
Office of Mergers & Acquisitions

cc:  Rod Talaifar, Esq.  Sangra Moller LLP