VANCOUVER, BC and TORONTO, ON, Jan. 22, 2021 /PRNewswire/ – West Fraser Timber Co. Ltd. (“West Fraser“) (TSX: WFT) and Norbord Inc. (“Norbord“) (TSX: OSB) (NYSE: OSB) in the present day collectively announce that Norbord has obtained a closing order from the Ontario Superior Courtroom of Justice (Industrial Record) approving the beforehand–introduced plan of association whereby West Fraser will purchase the entire excellent widespread shares (the “Norbord Shares“) of Norbord (the “Transaction“). Pursuant to the Transaction, Norbord shareholders will obtain 0.675 (the “Alternate Ratio“) of a West Fraser widespread share (“West Fraser Share“) for every Norbord Share held.
Receipt of the ultimate order follows receipt of the important thing regulatory approvals in respect of the Transaction and Norbord’s particular assembly of shareholders held on January 19, 2021, the place the Transaction was overwhelmingly authorized by 99.33% of the votes solid by Norbord shareholders. West Fraser’s particular assembly of shareholders additionally occurred on January 19, 2021, the place the issuance of West Fraser Shares in reference to the Transaction was authorized by 99.99% of votes solid by West Fraser shareholders.
West Fraser and Norbord anticipate that the Transaction will shut on February 1, 2021, topic to the satisfaction of customary closing situations.
Itemizing of West Fraser Shares on NYSE
West Fraser has additionally obtained clearance from the New York Stock Alternate (“NYSE“) for the itemizing of the West Fraser Shares topic to satisfaction of customary itemizing situations. The West Fraser Shares are anticipated to be listed on the NYSE shortly following closing underneath the stock image of “WFG”, at which era the Norbord Shares will likely be delisted from the NYSE. West Fraser and Norbord plan to problem an additional information launch previous to closing confirming the NYSE itemizing and delisting dates when finalized.
The Norbord Shares are anticipated to be delisted from the Toronto Stock Alternate (“TSX“) after markets shut on February 2, 2021.
Termination of Norbord Dividend Reinvestment Plan
Norbord’s dividend reinvestment plan (the “DRIP“) will robotically terminate upon closing of the Transaction. All entire Norbord Shares held on behalf of contributors underneath the DRIP will likely be entitled to West Fraser Shares in accordance with the Alternate Ratio upon closing of the Transaction. Entitlements to a fraction of a Norbord Share underneath the DRIP will likely be transformed to cash and paid to contributors in accordance with the phrases of the DRIP. Individuals who submit a legitimate letter of transmittal to AST Belief Firm (Canada) for his or her Norbord Shares can even obtain any West Fraser Shares they’re entitled to in reference to their Norbord Shares held underneath the DRIP. Individuals in search of additional data with respect to their entitlements underneath the DRIP may contact the plan agent underneath the DRIP, AST Belief Firm (Canada).
FOR MORE INFORMATION
West Fraser buyers:
Chris Virostek, Vice-President, Finance and Chief Monetary Officer
West Fraser media:
Tara Knight, Communications
Robert B. Winslow, CFA, Vice President, Investor Relations & Company Growth
Heather Colpitts, Director, Company Affairs
WEST FRASER PROFILE
West Fraser is a diversified wooden merchandise firm producing lumber, LVL, MDF, plywood, pulp, newsprint, wooden chips, different residuals, and vitality with amenities in western Canada and the southern United States. West Fraser Shares presently commerce on the TSX underneath the image: “WFT”.
Norbord Inc. is a number one world producer of wood-based panels and the world’s largest producer of oriented strand board (OSB). Along with OSB, Norbord manufactures particleboard, medium density fibreboard and associated value-added merchandise. Norbord has belongings of roughly $2.1 billion and employs roughly 2,400 individuals at 17 plant places (15 working) in america, Canada and Europe. Norbord is a publicly traded firm listed on the TSX and the NYSE underneath the image “OSB”.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
Sure of the statements and knowledge on this information launch represent “forward-looking data” throughout the that means of relevant Canadian securities legal guidelines. All statements, aside from statements of historic truth, are forward-looking statements or data. Ahead-looking statements or data on this information launch relate to, amongst different issues:
- the satisfaction or waiver of all closing situations to the Transaction;
- the anticipated date of closing of the Transaction;
- the itemizing of the West Fraser Shares on the NYSE; and
- the delisting of the Norbord Shares from the TSX and the NYSE.
These forward-looking statements and knowledge replicate West Fraser’s and Norbord’s present views with respect to future occasions and are essentially primarily based upon quite a few assumptions that, whereas thought-about cheap by West Fraser and Norbord, are inherently topic to important operational, enterprise, financial and regulatory uncertainties and contingencies. West Fraser and Norbord warning readers that forward-looking statements and knowledge contain recognized and unknown dangers, uncertainties and different components that may trigger precise outcomes and developments to vary materially from these expressed or implied by such forward-looking statements or data contained on this information launch and West Fraser and Norbord have made assumptions and estimates primarily based on or associated to many of those components. Among the many key components that might trigger precise outcomes to vary materially from these projected within the forward-looking statements and knowledge are the next:
- the timing of, and skill to consummate, the Transaction;
- the power of West Fraser and Norbord to fulfill all situations to the consummation of the Transaction on the proposed phrases and timeline;
- adjustments on the whole financial, enterprise and political situations, together with adjustments within the monetary markets; and
- adjustments in relevant legal guidelines.
Sure of those components are recognized underneath the captions “Threat Components Regarding the Association and West Fraser” within the administration data round of West Fraser (the “West Fraser Round“), dated December 15, 2020 and despatched to West Fraser shareholders in reference to the Transaction and “Dangers Regarding the Association and the Mixed Firm” within the administration data round of Norbord (the “Norbord Round“), and in West Fraser’s and Norbord’s most up-to-date Annual Info Kinds filed with Canadian securities regulatory authorities. See additionally the cautionary statements contained within the “Ahead-Trying Statements” sections of the West Fraser Round and the Norbord Round, West Fraser’s 2019 Administration’s Dialogue and Evaluation (“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. Though West Fraser and Norbord have tried to determine vital components that might trigger precise outcomes to vary materially, there may be different components that trigger outcomes to not be as anticipated, estimated, described or supposed. Traders are cautioned towards undue reliance on forward-looking statements or data. Ahead-looking statements and knowledge are designed to assist readers perceive administration’s present views of the corporate’s close to and long term prospects and may not be acceptable for different functions. West Fraser and Norbord don’t intend, nor do they assume any obligation, to replace or revise forward-looking statements or data, whether or not on account of new data, adjustments in assumptions, future occasions or in any other case, besides to the extent required by relevant legislation.
U.S. Securities Issues
Not one of the securities to be issued in reference to the Transaction have been or will likely be registered underneath the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities legal guidelines. The West Fraser Shares to be issued in reference to the Transaction are anticipated to be issued in reliance upon accessible exemptions from such registration necessities pursuant to Part 3(a)(10) of the U.S. Securities Act and relevant exemptions underneath state securities legal guidelines. This information launch doesn’t represent a proposal to promote or the solicitation of a proposal to purchase any securities.
SOURCE West Fraser Timber Co. Ltd.