Canfor Obtains Interim Order for Plan of Arrangement Special Meeting Scheduled for Shareholder Vote
Canfor Corporation (“Canfor”) announces that, further to its news release on October 28, 2019 (the “Announcement Release”), the company has obtained an interim order (the “Interim Order”) of the Supreme Court of British Columbia (the “Court”) in connection with the proposed arrangement (the “Arrangement”) with 1227738 B.C. Ltd. (the “Purchaser”), a wholly-owned subsidiary of Great Pacific Capital Corp. (“Great Pacific”), to be implemented under a statutory plan of arrangement pursuant to section 288 of the Business Corporations Act (British Columbia).
The Interim Order and Special Meeting
The Interim Order provides for, among other things, the holding of a special meeting (the “Special Meeting”) of the holders (collectively, the “Shareholders”) of common shares of Canfor to consider and vote upon the Arrangement. The Special Meeting is scheduled to be held at the Vancouver Marriott Pinnacle Downtown Hotel, 1128 West Hastings Street, Vancouver, British Columbia, on Wednesday, December 18, 2019 at 9:00 a.m. (Pacific Time). The record date for determining Shareholders entitled to receive notice of and vote at the Special Meeting was fixed at the close of business on November 12, 2019.
In connection with the Special Meeting, Canfor will be mailing a management information circular (the “Circular”), a notice of meeting, a form of proxy and related meeting materials (collectively, the “Meeting Materials”) to Shareholders. Shareholders are urged to carefully review all Meeting Materials as they contain important information concerning the Arrangement and the rights and entitlements of the Shareholders. The Meeting Materials will be available on SEDAR under Canfor’s profile at www.sedar.com once they have been mailed to Shareholders.
Final Order and Completion Date
The terms of the Arrangement are summarized in the Announcement Release and full details of the Arrangement are contained in the Circular. The anticipated hearing date for the application for the final order of the Court (the “Final Order”) is December 20, 2019. Subject to obtaining the required approvals from the Shareholders at the Special Meeting, the Final Order and the satisfaction or waiver of the conditions to implementing the Arrangement as set out in the arrangement agreement entered into between Canfor, Great Pacific and the Purchaser on October 28, 2019, the Arrangement is anticipated to be completed on or about December 30, 2019.
The Arrangement requires approval of: (i) at least 66?% of the votes cast by the Shareholders at the Special Meeting; and (ii) a simple majority of the votes cast by the Shareholders at the Special Meeting after excluding any votes of Great Pacific and its affiliates and certain other persons required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
Canfor is a leading integrated forest products company based in Vancouver, British Columbia (“BC”) with interests in BC, Alberta, North and South Carolina, Alabama, Georgia, Mississippi and Arkansas, as well as in Sweden with its recent majority acquisition of Vida Group. Canfor produces primarily softwood lumber and also owns a 54.8% interest in Canfor Pulp Products Inc., which is one of the largest global producers of market northern bleached softwood kraft pulp and a leading producer of high performance kraft paper. Canfor shares are traded on The Toronto Stock Exchange under the symbol CFP.
Michelle Ward – Director Corporate Communications – firstname.lastname@example.org – (604) 661-5225
Source: Canfor Corporation