West Fraser acquires Norbord, creating a diversified global wood products leader

February 01, 2021

Torys represented Norbord with a team that included Karrin Powys-Lybbe, David Forrester, Emily Debono, Adam Ibrahim, Carly Klinkhoff and Eunice Kwon (corporate/M&A), Omar Wakil and Ian Li (competition), Susan Nickerson and Jennifer Lennon (employment, pensions, benefits and executive compensation), Gwen Watson and Samantha Holloway (tax).

On February 1, 2020, West Fraser Timber Co. Ltd. ("West Fraser") and Norbord Inc. ("Norbord") announced the closing of their previously announced strategic business combination pursuant to which West Fraser acquired all of the outstanding common shares of Norbord in an all-stock transaction valued at approximately C$4 billion (US $3.1 billion). Following closing, the combined company operates as West Fraser.

Norbord shareholders received 0.675 of a West Fraser share for each Norbord share held, equiating to C$49.35 (US$37.78) per Norbord common share, based on the closing price of West Fraser common shares on November 18, 2020, the date the transaction was first announced. Upon closing West Fraser shareholders own approximately 56% of the company, with Norbord shareholders owning approximately 44%.

The transaction was implemented by way of a court-approved plan of arrangement under the Canada Business Corporations Act and required the approval of 66 2/3% of the votes cast by Norbord shareholders present in person or represented by proxy at a Norbord shareholder meeting held on January 19, 2021. As required by the policies of the TSX, West Fraser obtained the approval of a simple majority of the votes cast by the holders of West Fraser's common and Class B shares at a West Fraser shareholder meeting also held January 19, 2021.

Further information can be found on Canada Newswire’s website.

Norbord is a leading global manufacturer of wood-based panels with assets of US$1.9 billion and annual sales of approximately US$1.7 billion. It has 17 operations in the United States, Europe and Canada.

West Fraser, a leading diversified wood products company, is one of North America's largest lumber manufacturers with 45 facilities in British Columbia, Alberta, and the southern United States.

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