CPE News (2/1/2021) – West Fraser Timber Co. Ltd. (TSX/NYSE: WFG) has completed previously announced acquisition of all of the issued and outstanding common shares of Norbord Inc.
Under the terms of the transaction, holders of Norbord shares received 0.675 of a common share of West Fraser for each Norbord share held. Former Norbord shareholders will own approximately 44% of the combined company and existing West Fraser shareholders will own approximately 56% of the combined company.
Brookfield Asset Management Inc., together with certain of its controlled affiliates, Norbord’s principal shareholder, will beneficially own approximately 19% of the outstanding voting shares of the combined company.
Certain members of the Ketcham family and their affiliates, who are significant shareholders of West Fraser, will beneficially own approximately 11% of the outstanding voting shares of the combined company.
West Fraser has received the approval of the New York Stock Exchange (NYSE) to list the West Fraser Shares on the NYSE. The West Fraser Shares will commence trading today on the NYSE under the stock symbol “WFG”. Concurrent with the commencement of trading on the NYSE, West Fraser’s stock symbol on the Toronto Stock Exchange (TSX) will be changed to “WFG”.
Founded in 1955 when three brothers – Sam, Bill and Pete Ketcham, Vancouver based 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.
photo credit: West Fraser Timber
News Release
West Fraser Completes Acquisition of Norbord
VANCOUVER, BC and TORONTO, ON, Feb. 1, 2021 /PRNewswire/ – West Fraser Timber Co. Ltd. (“West Fraser”) (TSX andNYSE: WFG) and Norbord Inc. (“Norbord”) today jointly announce that they have completed the previously announced transaction (the “Transaction”) whereby West Fraser has acquired all of the issued and outstanding common shares of Norbord (the “Norbord Shares”). Under the terms of the Transaction, holders of Norbord Shares received 0.675 of a common share of West Fraser (the “West Fraser Shares”) for each Norbord Share held.
“Today marks a new era for all West Fraser employees and shareholders with the completion of the Norbord transaction. The combination of two top-calibre employee teams manufacturing sustainable products that are essential for a low-carbon economy positions West Fraser well going forward,” said Raymond Ferris, President and Chief Executive Officer of West Fraser.
Management and Board Changes
Raymond Ferris will continue as the President and Chief Executive Officer and Chris Virostek will continue as the Vice-President, Finance and Chief Financial Officer. Peter Wijnbergen, the President and Chief Executive Officer of Norbord, has been appointed President, Engineered Wood and Sean McLaren, Vice-President, U.S. Lumber, has been appointed President, Solid Wood. Marian Lawson and Colleen McMorrow, directors of Norbord, have also been appointed to West Fraser’s Board of Directors.
Listing of West Fraser Shares on NYSE and Delisting of Norbord Shares
As previously announced, West Fraser has received the approval of the New York Stock Exchange (“NYSE”) to list the West Fraser Shares on the NYSE. The West Fraser Shares will commence trading today on the NYSE under the stock symbol “WFG”. Concurrent with the commencement of trading on the NYSE, West Fraser’s stock symbol on the Toronto Stock Exchange (“TSX”) will be changed to “WFG”.
The Norbord Shares will be delisted from the NYSE prior to commencement of trading today, with delisting from the TSX expected to follow at the close of markets on February 2, 2021.
Information for Norbord Shareholders
Registered holders of Norbord Shares are reminded that they must properly complete, sign and return the letter of transmittal to AST Trust Company (Canada), as depositary, in order to receive the West Fraser Shares they are entitled to in connection with the Transaction. Holders of Norbord Shares (“Norbord Shareholders”) who hold their shares through a broker, investment dealer or other intermediary should carefully follow the instructions provided by such broker, investment dealer or other intermediary in order to receive the West Fraser Shares they are entitled to in connection with the Transaction.
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 inquiries@astfinancial.com.
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 currently trade on the TSX and NYSE under the symbol: “WFG”.
NORBORD PROFILE
Following completion of the Transaction, Norbord became a wholly-owned subsidiary of West Fraser. Norbord 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.
U.S. Securities Matters
None of the securities to be issued in connection with the Transaction 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 issued in connection with the Transaction have been 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.
SOURCE West Fraser Timber Co. Ltd.