Norbord Obtains Final Court Approval of the Plan of Arrangement and West Fraser Obtains Conditional NYSE Listing Approval
West Fraser Timber Co. Ltd. (“West Fraser”) and Norbord Inc. (“Norbord”) jointly announce that Norbord has obtained a final order from the Ontario Superior Court of Justice (“Commercial List”) approving the previously-announced plan of arrangement whereby West Fraser will acquire all of the outstanding common shares (the “Norbord Shares”) of Norbord (the “Transaction”). Pursuant to the Transaction, Norbord shareholders will receive 0.675 (the “Exchange Ratio”) of a West Fraser common share (“West Fraser Share”) for each Norbord Share held.
Receipt of the final order follows receipt of the key regulatory approvals in respect of the Transaction and Norbord’s special meeting of shareholders held on January 19, 2021, where the Transaction was overwhelmingly approved by 99.33% of the votes cast by Norbord shareholders. West Fraser’s special meeting of shareholders also took place on January 19, 2021, where the issuance of West Fraser Shares in connection with the Transaction was approved by 99.99% of votes cast by West Fraser shareholders.
West Fraser and Norbord anticipate that the Transaction will close on February 1, 2021, subject to the satisfaction of customary closing conditions.
Listing of West Fraser Shares on NYSE
West Fraser has also received clearance from the New York Stock Exchange (“NYSE”) for the listing of the West Fraser Shares subject to satisfaction of customary listing conditions. The West Fraser Shares are expected to be listed on the NYSE shortly following closing under the stock symbol of “WFG”, at which time the Norbord Shares will be delisted from the NYSE. West Fraser and Norbord plan to issue a further news release prior to closing confirming the NYSE listing and delisting dates when finalized.
The Norbord Shares are expected to be delisted from the Toronto Stock Exchange (“TSX”) after markets close on February 2, 2021.
Termination of Norbord Dividend Reinvestment Plan
Norbord’s dividend reinvestment plan (the “DRIP”) will automatically terminate upon closing of the Transaction. All whole Norbord Shares held on behalf of participants under the DRIP will be entitled to West Fraser Shares in accordance with the Exchange Ratio upon closing of the Transaction. Entitlements to a fraction of a Norbord Share under the DRIP will be converted to cash and paid to participants in accordance with the terms of the DRIP. Participants who submit a valid letter of transmittal to AST Trust Company (Canada) for their Norbord Shares will also receive any West Fraser Shares they are entitled to in connection with their Norbord Shares held under the DRIP. Participants seeking further information with respect to their entitlements under the DRIP may contact the plan agent under the DRIP, AST Trust Company (Canada).
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.