VANCOUVER, BC, June 3, 2022
/PRNewswire/ - West Fraser Timber Co. Ltd. ("West Fraser" or the
"Company") (TSX: WFG) (NYSE: WFG) announced today the preliminary
results of its substantial issuer bid ("SIB"), pursuant to which
West Fraser offered to purchase for cancellation up to US$1.25 billion of its common shares ("Shares").
The SIB expired at 5:00 p.m.
(Vancouver time) on Thursday, June 2, 2022.
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
11.898 million Shares at a price of approximately US$95 per Share, representing an aggregate
purchase price of approximately US$1.130
billion.
West Fraser currently expects that all shareholders who made
auction tenders and purchase price tenders will have 100% of their
successfully tendered Shares purchased by West Fraser at the
purchase price.
The number of Shares to be purchased 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.
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 US$79.95.
The full details of the SIB are described in the offer to
purchase and issuer bid circular dated April
26, 2022, 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.com.
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.
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 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 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, including the assumption that the
conditions to completion of the SIB will be satisfied. 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.