VANCOUVER, BC, Aug. 20, 2021 /PRNewswire/ - West Fraser Timber
Co. Ltd. ("West Fraser" or the "Company") (TSX and
NYSE: WFG) today announced that it has taken up and purchased for
cancellation a total of 10,309,278 common shares ("Shares")
at a price of C$97.00 per Share
under its substantial issuer bid ("SIB") for an aggregate
purchase price of C$1.0 billion.
The Shares purchased represent approximately 8.7% of the total
number of West Fraser's issued and outstanding Shares and Class B
shares at the time the SIB was announced in early July 2021. After giving effect to the SIB, West
Fraser will have 106,134,898 Shares and 2,281,478 Class B shares
issued and outstanding. No Class B shares were purchased under the
SIB.
Based on the final count of Computershare Investor Services Inc.
("Computershare"), the depositary for the SIB, a total of
13,708,784 Shares were tendered. Since the SIB was oversubscribed,
shareholders who made auction tenders at a price of C$97.00 or less per Share and purchase price
tenders had approximately 91% of their successfully tendered Shares
purchased by West Fraser (other than "odd lot" tenders, which were
not subject to proration). Any Shares not purchased, including
Shares not purchased as a result of proration, Shares tendered
pursuant to auction tenders at prices higher than C$97.00 per Share or Shares that were not validly
tendered, will be returned to shareholders as soon as practicable
by Computershare.
Payment for the Shares accepted for purchase under the SIB will
be effected by Computershare on or about August 23, 2021 in accordance with the SIB and
applicable law. The Company expects to be eligible to recommence
purchases under its normal course issuer bid ("NCIB") after
all Shares accepted for purchase under the SIB have been taken
up.
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 has determined 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,
including the timing of payment of the purchased Shares under the
SIB, the eligibility to recommence share purchases under the NCIB
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. 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.
View original
content:https://www.prnewswire.com/news-releases/west-fraser-announces-completion-of-substantial-issuer-bid-301359504.html
SOURCE West Fraser Timber Co. Ltd.