West Fraser and Norbord announce shareholder approval of aquisition

January 20, 2021

By: The Working Forest Staff

VANCOUVER, BC and TORONTO, ON — West Fraser Timber Co. Ltd. and Norbord Inc.  have jointly announced that the shareholders of each of West Fraser and Norbord have approved all resolutions relating to West Fraser’s acquisition of all of the issued and outstanding common shares of Norbord.

West Fraser Meeting Results

At the special meeting of the holders of common shares and Class B common shares of West Fraser held on January 19, 2021, the West Fraser Shareholders approved: (i) the ordinary resolution to issue such number of West Fraser Shares as is necessary to acquire 100% of the issued and outstanding Norbord Shares; and (ii) the ordinary resolution to approve an amendment to West Fraser’s stock option plan to permit an additional 1,000,000 West Fraser shares to be issued on the exercise of options granted pursuant to the West Fraser Stock Option Plan. Detailed results of the votes cast by West Fraser Shareholders are as follows:

Resolutions Votes For % For Votes Against % Against
Share Issuance Resolution 60,748,125 99.99 6,478 0.01
Stock Option Plan Amendment Resolution 59,362,914 97.71 1,391,689 2.29

Norbord Meeting Results

At the special meeting (the “Norbord Meeting”) of the holders of Norbord Shares (the “Norbord Shareholders”) held on January 19, 2021, the Norbord Shareholders approved the special resolution (the “Arrangement Resolution”) to approve the plan of arrangement under Section 192 of the Canada Business Corporations Act pursuant to which West Fraser would acquire all of the issued and outstanding Norbord Shares. Detailed results of the votes cast by Norbord Shareholders are as follows:

Resolution Votes For % For Votes Against % Against
Arrangement Resolution 68,286,087 99.33 459,864 0.067

Status of Closing Conditions

Norbord is scheduled to seek a final order from the Ontario Superior Court of Justice (Commercial List) approving the Transaction on January 22, 2021.

West Fraser and Norbord each submitted pre-merger notification notices pursuant to the Competition Act (Canada) and, on January 12, 2021, the Commissioner of Competition issued a “no action” letter in respect of the Transaction. The expiry of the applicable waiting period under the Competition Act and receipt of the NAL constitute Competition Act approval under the arrangement agreement in respect of the Transaction. As disclosed in West Fraser’s and Norbord’s news release of December 21, 2020, competition approvals in the United States and Germany were received on December 18, 2020 and December 21, 2020, respectively. Accordingly, all of the key regulatory approvals have now been received, satisfying one of the closing conditions of the Transaction.

Completion of the Transaction is subject to the satisfaction or waiver of other closing conditions, including the receipt of the Final Order and approval of the listing of the West Fraser Shares on the New York Stock Exchange. Assuming that the remaining conditions to closing are satisfied, it is expected that the closing of the Transaction will be completed on February 1, 2021. On completion of the Transaction, it is anticipated that the West Fraser Shares will be listed and trading on the NYSE, in addition to continuing to trade on the Toronto Stock Exchange, and the Norbord Shares will be delisted from the TSX and the NYSE following completion.

Enclosed with the management proxy circular of Norbord (the “Norbord Circular”), dated December 15, 2020 and sent to Norbord Shareholders in connection with the Transaction, was a letter of transmittal explaining how registered Norbord Shareholders can submit their Norbord Shares in order to receive West Fraser Shares. Norbord Shareholders who have questions or require assistance with submitting their Norbord Shares may direct their questions to AST Trust Company (Canada), by telephone at (416) 682-3860 or (toll free in North America) at 1 (800) 387-0825, or by email at [email protected].

Joint Earnings Call for 2020 West Fraser and Norbord Standalone Results

West Fraser’s and Norbord’s standalone 2020 fourth quarter and annual financial and operating results will each be released after markets close on February 11, 2021.

Representatives of West Fraser and Norbord will hold a joint earnings call to discuss both West Fraser’s and Norbord’s 2020 fourth quarter and annual financial and operating results on Friday, February 12, 2021 at 8:30 a.m. Pacific Time/11:30 a.m. Eastern Time.

To participate in the call, please dial: 1-888-390-0605 (Toll-free North America) or (416) 764-8609 (Toll number) or connect on the webcast.

Please let the operator know you wish to participate in the joint West Fraser and Norbord earnings call chaired by Mr. Ray Ferris, President and Chief Executive Officer of West Fraser.

Following management’s discussion of the quarterly and annual results, investors and the analyst community will be invited to ask questions.

The call will be recorded for webcasting purposes and will be available on the West Fraser website at www.westfraser.com and on the Norbord website at www.norbord.com.

 

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