West Fraser and Norbord Announce Shareholder Approval of West Fraser’s Acquisition of Norbord
West Fraser Timber Co. Ltd. (“West Fraser”) and Norbord Inc. (“Norbord”) jointly announce that the shareholders of each of West Fraser and Norbord have approved all resolutions relating to West Fraser’s acquisition (the “Transaction”) of all of the issued and outstanding common shares of Norbord (the “Norbord Shares”).
West Fraser Meeting Results
At the special meeting (the “West Fraser Meeting”) of the holders of common shares (“West Fraser Shares”) and Class B common shares of West Fraser (collectively, the “West Fraser Shareholders”) held on January 19, 2021, the West Fraser Shareholders approved: (i) the ordinary resolution (the “Share Issuance 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 (the “Stock Option Plan Amendment Resolution”) to approve an amendment to West Fraser’s stock option plan (the “West Fraser 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:
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:
Status of Closing Conditions
Norbord is scheduled to seek a final order (the “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) (the “Competition Act”) and, on January 12, 2021, the Commissioner of Competition issued a “no action” letter (“NAL”) 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 (“NYSE”). 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 (“TSX”), 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@example.com.
About West Fraser
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 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 TSX and the NYSE under the symbol “OSB”.
Chris Virostek – West Fraser – Vice President Finance & CFO – (604) 895-2700
Heather Colpitts – Norbord – Director Corporate Affairs – firstname.lastname@example.org – (416) 643-8838
Source: West Fraser Timber Co. Ltd.