- Circulars for shareholder meetings are expected to be mailed
by December 24, 2020
- Virtual shareholder meetings for both West Fraser and
Norbord are scheduled for January 19,
2021
- Interim order regarding the Arrangement received by Norbord
from the Ontario Superior Court of Justice
- U.S. and German regulatory approvals received
VANCOUVER, BC and TORONTO, ON, Dec. 21,
2020 /CNW/ - West Fraser Timber Co. Ltd. ("West
Fraser") (TSX: WFT) and Norbord Inc. ("Norbord") (TSX
and NYSE: OSB) today jointly announced that West Fraser's
management information circular and Norbord's management proxy
circular (together, the "Circulars"), prepared in connection
with the previously announced arrangement whereby West Fraser will
acquire all outstanding common shares of Norbord (the "Norbord
Shares") pursuant to a plan of arrangement (the
"Arrangement") under Section 192 of the Canada Business
Corporations Act, are expected to be mailed to their respective
shareholders by December 24,
2020.
The special meetings of West Fraser shareholders (the "West
Fraser Meeting") and Norbord shareholders (the
"Norbord Meeting", and together with the West Fraser
Meeting, the "Meetings") are each scheduled to be held
virtually on January 19, 2021. The
closing of the Arrangement is expected to occur in the first
quarter of 2021. Further details regarding the Meetings, including
how securityholders can remotely access, participate in, and vote
at the Meetings, are included in the Circulars. West Fraser
shareholders are reminded to vote before the proxy cut-off of
11:00 a.m. (Vancouver time) on January 15, 2021. Norbord shareholders are
reminded to vote before the proxy cut-off of 1:00 p.m. (Toronto time) on January 15, 2021.
As previously announced, West Fraser and Norbord entered into an
arrangement agreement pursuant to which West Fraser will acquire
all of the issued and outstanding Norbord Shares in exchange for
0.675 of a West Fraser common share for each Norbord Share held.
Upon completion of the Arrangement, existing West Fraser and
Norbord shareholders will own approximately 56% and 44% of the
outstanding shares of the combined company, respectively. The Board
of Directors of each of West Fraser and Norbord have unanimously
recommended that their shareholders vote in favour of the
Arrangement at the Meetings.
All West Fraser and Norbord shareholders are encouraged to read
their respective Circulars regarding the Arrangement, which will be
mailed to West Fraser and Norbord shareholders of record as of
December 11, 2020 and will be
available on SEDAR at www.sedar.com and in Norbord's case also on
EDGAR at www.sec.gov/edgar.shtml. The meeting materials will also
be available on West Fraser's website at www.westfraser.com and
Norbord's website at www.norbord.com. The Circulars contain a
detailed description of the Arrangement, the reasons for and
benefits of the Arrangement, and a description of West Fraser after
giving effect to the Arrangement. Investor
presentations, together with other information relating to the
Arrangement, are also available on West Fraser's website at
www.westfraser.com and Norbord's website at www.norbord.com.
RECEIPT OF INTERIM ORDER
West Fraser and Norbord also announced that on December 17, 2020, Norbord received an interim
order from the Ontario Superior Court of Justice regarding the
Arrangement (the "Interim Order"). The Interim Order
authorized Norbord to proceed with various matters, including the
holding of the Norbord Meeting to consider and vote on the
Arrangement.
REGULATORY APPROVAL UPDATE
West Fraser and Norbord also announced that on December 18, 2020, the U.S. Federal Trade
Commission granted early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976
(the "HSR Act") with respect to the Arrangement and on
December 21, 2020, the German federal
cartel office (the German Bundeskartellamt) granted clearance with
respect to the Arrangement under German merger control law.
The termination of the waiting period under the HSR Act and the
clearance under German merger control law each satisfy a condition
to the closing of the Arrangement, which remains subject to other
customary closing conditions, including approvals by shareholders
of both companies at the Meetings and approval under the
Competition Act (Canada).
WEST FRASER MEETING
The virtual West Fraser Meeting is scheduled for 11:00 a.m. (Vancouver time) / 2:00
p.m. (Toronto time) on
January 19, 2021. At the West Fraser Meeting, West Fraser
shareholders will be asked to consider and vote on an ordinary
resolution authorizing the issuance by West Fraser of such number
of West Fraser common shares (the "West Fraser Shares") as
is required for West Fraser to acquire 100% of the issued and
outstanding Norbord Shares. Based on the number of outstanding
Norbord Shares as of December 15,
2020, West Fraser expects to issue an estimated 54,480,178
West Fraser Shares as consideration under the Arrangement, on a
non-diluted basis.
NORBORD MEETING
The virtual Norbord Meeting is scheduled for 10:00 a.m. (Vancouver time) / 1:00
p.m. (Toronto time) on
January 19, 2021. At the Norbord
Meeting, Norbord shareholders will be asked to consider and vote on
a resolution approving the Arrangement.
WEST FRASER PROFILE
West Fraser is a diversified wood products company producing
lumber, LVL, MDF, plywood, pulp, newsprint, wood chips, other
residuals, and energy with facilities in western Canada and the southern United States. West Fraser Shares trade on the
Toronto Stock Exchange under the symbol: "WFT".
NORBORD PROFILE
Norbord Inc. is a leading global manufacturer of wood-based
panels and the world's largest producer of oriented strand board
(OSB). In addition to OSB, Norbord manufactures particleboard,
medium density fibreboard and related value-added products. Norbord
has assets of approximately $2.1
billion and employs approximately 2,400 people at 17 plant
locations (15 operating) in the United
States, Canada and
Europe. Norbord is a publicly
traded company listed on the Toronto Stock Exchange and the New
York Stock Exchange under the symbol "OSB".
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND
INFORMATION
Certain of the statements and information in this news release
constitute "forward-looking information" within the meaning of
applicable Canadian securities laws. All statements, other than
statements of historical fact, are forward-looking statements or
information. Forward-looking statements or information in this news
release relate to, among other things:
- the anticipated completion of mailing of the Circulars and the
timing for such completion;
- the anticipated completion of the Arrangement and timing for
such completion; and
- the estimated number of West Fraser Shares to be issued as
consideration under the Arrangement.
These forward-looking statements and information reflect West
Fraser's and Norbord's current views with respect to future events
and are necessarily based upon a number of assumptions that, while
considered reasonable by West Fraser and Norbord, are inherently
subject to significant operational, business, economic and
regulatory uncertainties and contingencies. West Fraser and Norbord
caution readers that forward-looking statements and information
involve known and unknown risks, uncertainties and other factors
that may cause actual results and developments to differ materially
from those expressed or implied by such forward-looking statements
or information contained in this news release and West Fraser and
Norbord have made assumptions and estimates based on or related to
many of these factors. Among the key factors that could cause
actual results to differ materially from those projected in the
forward-looking information are the following:
- the ability of third-parties to complete the delivery and
mailing of the Circulars;
- the ability to consummate the Arrangement;
- the ability to obtain requisite regulatory and shareholder
approvals;
- the satisfaction of other conditions to the consummation of the
Arrangement;
- the potential impact of the announcement or consummation of the
Arrangement on relationships, including with regulatory bodies,
employees, suppliers, customers and competitors; and
- changes in general economic, business and political conditions,
including changes in the financial markets.
Certain of these factors are identified under the captions "Risk
Factors Relating to the Arrangement and West Fraser" in the West
Fraser Circular and "Risks Relating to the Arrangement and the
Combined Company" in the Norbord Circular, and in West Fraser's and
Norbord's most recent Annual Information Forms filed with Canadian
securities regulatory authorities. See also the cautionary
statements contained in the "Forward-Looking Statements" sections
of the Circulars, West Fraser's 2019 Management's Discussion and
Analysis ("MD&A") dated February
11, 2020 and Q3 2020 MD&A dated October 26, 2020 and Norbord's 2019 MD&A
dated February 4, 2020 and Q3 2020
MD&A dated November 4, 2020.
Although West Fraser and Norbord have attempted to identify
important factors that could cause actual results to differ
materially, there may be other factors that cause results not to be
as anticipated, estimated, described or intended. Investors are
cautioned against undue reliance on forward-looking statements or
information. Forward-looking statements and information are
designed to help readers understand management's current views of
the company's near and longer term prospects and may not be
appropriate for other purposes. West Fraser and Norbord do not
intend, nor do they assume any obligation, to update or revise
forward-looking statements or information, whether as a result of
new information, changes in assumptions, future events or
otherwise, except to the extent required by applicable law.
U.S. Securities Matters
None of the securities to be issued pursuant to the Arrangement
have been or will be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities
Act"), or any state securities laws. The West Fraser Shares to
be issued in the Arrangement are anticipated to be issued in
reliance upon available exemptions from such registration
requirements pursuant to Section 3(a)(10) of the U.S. Securities
Act and applicable exemptions under state securities laws. This
news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
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content:http://www.prnewswire.com/news-releases/west-fraser-and-norbord-announce-mailing-of-circulars-for-special-meetings-of-shareholders-301197118.html
SOURCE West Fraser Timber Co. Ltd.