VANCOUVER, BC, April 20,
2022 /CNW/ - West Fraser Timber Co. Ltd. ("West
Fraser" or the "Company") (TSX and NYSE: WFG) announced today that
its board of directors (the "Board") has approved the commencement
of a substantial issuer bid (the "Offer") pursuant to which the
Company will offer to purchase from shareholders for cancellation
up to US$1.25 billion of its
outstanding Common shares (the "Shares"). The Offer will proceed by
way of a "modified Dutch auction" procedure with a tender price
range from US$80.00 to US$95.00 per Share, representing a 1% discount to
a 17% premium over the Company's volume-weighted average price on
the New York Stock Exchange over the last 20 trading days.
Term of the Offer
The Board has authorized the Offer, which will commence on
April 26, 2022 and expire on
June 2, 2022, unless extended or
withdrawn. The Company plans to fund repurchases of Shares through
available cash on hand. The Offer is denominated in United States dollars and Shareholders will
receive payment in United States
dollars, while Canadian Shareholders may, at their option, elect to
receive payment in Canadian dollars.
Tender Offer
Alternatives
The Offer will be conducted through a "modified Dutch auction"
procedure. Shareholders who wish to participate in the Offer will
be able to do so through: (i) auction tenders in which they will
specify the number of Shares being tendered at a price of not less
than US$80.00 and not more than
US$95.00 per Share in increments of
US$0.25 per Share, or (ii) purchase
price tenders in which they will not specify a price per Share, but
rather will agree to have a specified number of Shares purchased at
the purchase price to be determined by auction tenders.
Shareholders who validly deposit Shares without specifying the
method in which they are tendering their Shares will be deemed to
have made a purchase price tender. West Fraser directors and
officers do not have a present intention to tender any Shares
pursuant to the Offer.
Purchase Price
Upon expiry of the Offer, the Company will determine the lowest
purchase price (which will be not less than US$80.00 per Share and not more than US$95.00 per Share) that will allow it to
purchase the maximum number of Shares properly tendered to the
Offer, and not properly withdrawn, having an aggregate purchase
price not exceeding US$1.25 billion.
If Shares with an aggregate purchase price of more than
US$1.25 billion are properly
tendered and not properly withdrawn, the Company will purchase the
Shares on a pro rata basis after giving effect to "odd lot" tenders
(of holders beneficially owning fewer than 100 Shares), which will
not be subject to pro-ration. In that case, all Shares
tendered at or below the finally determined purchase price will be
purchased, subject to pro-ration, at the same purchase
price determined pursuant to the terms of the Offer. Shares that
are tendered but not purchased, including Shares tendered pursuant
to auction tenders at prices above the purchase price, will be
returned to shareholders.
Additional Information
The Offer will be for up to approximately 15% of the total
number of issued and outstanding Shares on
a non-diluted basis (based on a purchase price equal to
the minimum purchase price per Share and 101,589,808 Shares issued
and outstanding as of April 19,
2022).
The Offer is optional for all shareholders, who are free to
choose whether to participate, how many Shares to tender and, in
the case of auction tenders, at what price to tender within the
specified range. Any shareholders who do not deposit their Shares
(or whose Shares are not repurchased under the Offer) will realize
a proportionate increase in their equity interest in the Company,
to the extent that Shares are purchased under the Offer.
West Fraser has suspended share repurchases under its normal
course issuer bid ("NCIB"), and no NCIB purchases will be made
until after the expiration of the Offer, if and when West Fraser
determines to recommence repurchases under the NCIB.
The Offer is not conditional upon any minimum number of Shares
being tendered but is subject to various conditions that are
typical for a transaction of this type. West Fraser reserves the
right, subject to applicable laws, to withdraw, extend or amend the
Offer, if certain events occur at any time prior to the payment for
tendered Shares. The Offer is expected to remain open for
acceptance until 5:00 p.m.
(Vancouver time) on June 2,
2022, unless extended or withdrawn.
Details of the Offer, including instructions for tendering
Shares, will be included in the formal offer to purchase and issuer
bid circular, letter of transmittal, notice of guaranteed
delivery and other related documents (the "Offer Documents"). The
Offer Documents will be mailed to shareholders, filed with
applicable Canadian securities regulatory authorities and made
available without charge on SEDAR at www.sedar.com, filed on a
Schedule 13E-4F with the U.S. Securities and Exchange
Commission and made available without charge on EDGAR
at www.sec.gov, and posted on the Company's website
at www.westfraser.com.
Computershare Investor Services Inc. has been engaged by West
Fraser to act as depository for the Offer. Shareholders who
have questions regarding the Offer or require any assistance
tendering Shares may contact Computershare Investor Services
by telephone at 1-800-564-6253 (North America) or 514-982-7555
(International), or by e-mail at
corporateactions@computershare.com.
West Fraser has not engaged a dealer manager for the Offer in
Canada or for the United States but reserves the right to do
so before the Offer expires.
The Offer referred to in this news release has not yet
commenced. This news release is for informational purposes only and
does not constitute an offer to buy or the solicitation of an offer
to sell shares. The solicitation and the offer to buy shares will
only be made pursuant to the Offer Documents that are filed with
the Canadian securities regulatory authorities and the U.S.
Securities and Exchange Commission. The offer will not be made to,
nor will tenders be accepted from or on behalf of, holders of
Shares in any jurisdiction in which the making or acceptance of
offers to sell Shares would not be in compliance with the laws of
that jurisdiction. None of West Fraser, its Board of Directors or
the depositary makes any recommendation to shareholders as to
whether to tender or refrain from tendering any or all of their
Shares pursuant to the Offer or the purchase price or prices at
which shareholders may choose to tender Shares. Shareholders are
strongly urged to read the Offer Documents carefully and to consult
with their financial, tax and legal advisors prior to making any
decision with respect to the Offer.
About West Fraser
West Fraser is a diversified wood products company with more
than 60 facilities in Canada,
the United States, the
United Kingdom, and Europe. From responsibly sourced and
sustainably managed forest resources, the Company produces lumber,
engineered wood products (OSB, LVL, MDF, plywood, and
particleboard), pulp, newsprint, wood chips, other residuals, and
renewable energy. West Fraser's products are used in home
construction, repair and remodelling, industrial applications,
papers, tissue, and box materials.
Forward-Looking
Statements
This news release contains forward-looking information or
forward-looking statements (collectively, "forward-looking
statements") within the meaning of applicable securities laws,
including statements as to the Company's current intentions
regarding commencement of the Offer, the timing, terms and
conditions of the Offer, and the ultimate purchase price, the
number of Shares purchased and the amount of capital returned to
shareholders under the Offer. Any such forward-looking statements
are based on information currently available to us and are based on
assumptions and analyses made by us in light of our experience and
our perception of historical trends and current conditions. Readers
should also refer to the risk factors set forth in the Company's
annual information form and management's discussion and analysis
for the year ended December 31, 2021,
each dated February 15, 2022,
available at SEDAR (www.sedar.com) and EDGAR
(www.sec.gov/edgar.shtml). There can be no assurance that the
plans, intentions or expectations upon which forward-looking
statements are based will be realized. Actual results may differ,
and the difference may be material and adverse to the Company and
its shareholders.
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SOURCE West Fraser Timber Co. Ltd.