VANCOUVER, BC, Aug. 18, 2021 /PRNewswire/ - West Fraser Timber
Co. Ltd. ("West Fraser" or the "Company") (TSX and
NYSE: WFG) today announced the preliminary results of its
substantial issuer bid ("SIB"), pursuant to which West
Fraser offered to purchase for cancellation up to C$1.0 billion of its common shares
("Shares"). The SIB expired at 11:59 p.m. (Vancouver time) on Tuesday, August 17, 2021.
In accordance with the terms and subject to the conditions of
the SIB and based on the preliminary calculations of Computershare
Investor Services Inc. ("Computershare"), as depositary for
the SIB, West Fraser expects to take up and pay for approximately
10.3 million Shares at a price of approximately C$97.00 per Share, representing an aggregate
purchase price of C$1.0 billion.
An aggregate of approximately 13.7 million Shares were validly
tendered and not withdrawn pursuant to auction tenders at or below
the purchase price and purchase price tenders. Since the SIB
was oversubscribed, shareholders who made auction tenders at or
below the purchase price and purchase price tenders will have the
number of Shares purchased prorated following the determination of
the final results of the SIB (other than "odd lot" tenders, which
are not subject to proration). West Fraser currently expects
that shareholders who made auction tenders at or below the purchase
price and purchase price tenders will have approximately 91% of
their successfully tendered Shares purchased by West Fraser.
The number of Shares to be purchased, the proration factor and
the purchase price referred to above are preliminary, remain
subject to verification by Computershare and assume that all Shares
tendered through notice of guaranteed delivery will be delivered
within the two trading day settlement period. Upon take up
and payment of the Shares purchased, West Fraser will release the
final results, including the final proration factor.
For Canadian federal income tax purposes, a deemed dividend
arises on the repurchase of Shares under the SIB. To assist
shareholders in determining the Canadian tax consequences of the
SIB, West Fraser estimates that for the purposes of the Income
Tax Act (Canada), the paid-up
capital per Share is C$17.49.
West Fraser designates the entire amount of the deemed
dividend arising from its repurchase of the Shares under the SIB as
an "eligible dividend" for purposes of the Income Tax Act
(Canada) and any corresponding
provincial and territorial tax legislation.
For the purposes of subsection 191(4) of the Income Tax
Act (Canada), the "specified
amount" in respect of each Share is C$84.95.
The full details of the SIB are described in the offer to
purchase and issuer bid circular dated July
12, 2021, as well as the related letter of transmittal and
notice of guaranteed delivery, copies of which were filed and are
available on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov.
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell West Fraser's shares.
The Company
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, but not limited to, statements relating to the SIB, the
actual number of Shares to be taken up and paid for in connection
with the SIB, the purchase price and the proration factor, and
other statements that are not historical facts, are
"forward-looking statements" within the meaning of Canadian and
United States securities laws. 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. These assumptions include:
the number of Shares properly tendered and not properly
withdrawn prior to expiration of the SIB; that Shares tendered
through notice of guaranteed delivery will be delivered within the
prescribed two trading day settlement period; and that the
conditions to the SIB will be satisfied. Readers should also
refer to the risk factors set forth in West Fraser's annual
information form and management's discussion and analysis for the
year ended December 31, 2020, each
dated February 11, 2021, available at SEDAR (www.sedar.com)
and EDGAR (www.sec.gov). 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.
For More Information
West Fraser Investors:
Robert B. Winslow, CFA
Director, Investor Relations & Corporate Development
Tel. (416) 777-4426
shareholder@westfraser.com
West Fraser Media:
Heather Colpitts
Director, Corporate Affairs
Tel. (416) 643-8838
shareholder@westfraser.com
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SOURCE West Fraser Timber Co. Ltd.