SJ Stella Jones Inc

NOT FOR DISTRIBUTION TO U.S. WIRE SERVICES OR FOR DISTRIBUTION INTO THE UNITED
STATES.


Stella-Jones Inc. (TSX:SJ) today announced that it has signed a non-binding
letter of intent to acquire the shares of McFarland Cascade Holdings, Inc.
("McFarland"), a provider of treated wood products based in the state of
Washington.


The letter of intent contemplates a purchase price of approximately US$230.0
million, which includes approximately US$113.0 million of net working capital
and the assumption of certain liabilities. The transaction, if finalized, is
expected to close in November 2012 and is subject to customary closing
conditions, including entry into a definitive purchase agreement, customary
approvals and satisfactory due diligence. Stella-Jones has already received U.S.
antitrust clearance with regard to the proposed acquisition. Stella-Jones plans
to finance the transaction through a combination of term financing and equity. 


Founded in 1916, McFarland is one of North America's long-standing suppliers of
utility poles, as well as crossarms, piling and crane mats. It is also a
provider of treated lumber for outdoor home projects, including composite
decking, railings and related accessories. It serves its customer base through
four wood treating facilities located in Tacoma, Washington; Eugene, Oregon;
Electric Mills, Mississippi; and Galloway, British Columbia; as well as through
an extensive distribution network. McFarland's sales for its fiscal year ended
December 31, 2011 were approximately US$255.0 million. Sales for its fiscal year
ended December 31, 2012 are expected to reach approximately US$280.0 million and
earnings before interest, taxes, depreciation and amortization ("EBITDA") for
2012 are expected to be approximately US$29.0 million. 


"The potential acquisition of McFarland would further enhance the range of
Stella-Jones' offerings in the North American wood treating industry. A strong
commitment to product quality and customer service has been a hallmark of
McFarland's business operations, which Stella-Jones is committed to continue and
build on," said Brian McManus, President and Chief Executive Officer of
Stella-Jones. 


This press release is not an offer to sell, or a solicitation of an offer to
buy, any securities. The securities referred to in this press release have not
been and will not be registered under the U.S. Securities Act of 1933, as
amended and may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act of 1933.


NON-GAAP MEASURE 

Earnings before interest, taxes, depreciation and amortization ("EBITDA") is a
financial measure not prescribed by Canadian generally accepted accounting
principles ("GAAP") and is not likely to be comparable to similar measures
presented by other issuers. Management considers it to be useful information to
assist knowledgeable investors in evaluating the cash generating capabilities of
the Company.


ABOUT STELLA-JONES 

Stella-Jones Inc. (TSX:SJ) is a leading producer and marketer of pressure
treated wood products. The Company supplies North America's railroad operators
with railway ties, timbers and recycling services; and the continent's
electrical utilities and telecommunications companies with utility poles.
Stella-Jones also provides industrial products and services for construction and
marine applications, as well as residential lumber to retailers and wholesalers
for outdoor applications. The Company's common shares are listed on the Toronto
Stock Exchange. 


Except for historical information provided herein, this press release contains
information and statements of a forward-looking nature concerning the proposed
acquisition of McFarland. Forward looking information also includes information
relating to McFarland's sales and EBITDA for its fiscal year ended December 31,
2012. These statements are based on suppositions, uncertainties and other
factors as well as on management's best possible evaluation of future events.
Such factors may include, without excluding other considerations, satisfactory
completion of due diligence, satisfaction of the other closing conditions,
failure to complete the proposed acquisition for any other reason, fluctuations
in quarterly results, evolution in customer demand, the impact of price
pressures exerted by competitors, and general market trends or economic changes.
As a result, readers are advised that actual results may differ from expected
results and should not place undue reliance on forward-looking information.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Stella-Jones Inc.
Eric Vachon, CPA, CA
Senior Vice-President and Chief Financial Officer
(514) 940-3903
evachon@stella-jones.com


Martin Goulet, CFA
MaisonBrison Communications
(514) 731-0000
martin@maisonbrison.com

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