- 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 — December 21, 2020 — 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.
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.
For more information:
West Fraser investors: Chris Virostek, Vice-President, Finance and Chief Financial Officer
West Fraser media: Tara Knight, Communications
Norbord investors: Robert B. Winslow, CFA, Vice President, Investor Relations & Corporate Development
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 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”.
Source: West Fraser