VANCOUVER, BC and TORONTO, ON (News release) -- West Fraser Timber Co. Ltd. and Norbord Inc. jointly announced that West Fraser's management information circular and Norbord's management proxy circular (together, the "Circulars"), prepared in connection with the previously announced arrangement whereby West Fraser will acquire all outstanding common shares of Norbord (the "Norbord Shares") pursuant to a plan of arrangement (the "Arrangement") under Section 192 of the Canada Business Corporations Act, are expected to be mailed to their respective shareholders by December 24, 2020.
The special meetings of West Fraser shareholders (the "West Fraser Meeting") and Norbord shareholders (the "Norbord Meeting", and together with the West Fraser Meeting, the "Meetings") are each scheduled to be held virtually on January 19, 2021. The closing of the Arrangement is expected to occur in the first quarter of 2021. Further details regarding the Meetings, including how securityholders can remotely access, participate in, and vote at the Meetings, are included in the Circulars. West Fraser shareholders are reminded to vote before the proxy cut-off of 11:00 a.m. (Vancouver time) on January 15, 2021. Norbord shareholders are reminded to vote before the proxy cut-off of 1:00 p.m. (Toronto time) on January 15, 2021.
As previously announced, West Fraser and Norbord entered into an arrangement agreement pursuant to which West Fraser will acquire all of the issued and outstanding Norbord Shares in exchange for 0.675 of a West Fraser common share for each Norbord Share held. Upon completion of the Arrangement, existing West Fraser and Norbord shareholders will own approximately 56% and 44% of the outstanding shares of the combined company, respectively. The Board of Directors of each of West Fraser and Norbord have unanimously recommended that their shareholders vote in favour of the Arrangement at the Meetings.
All West Fraser and Norbord shareholders are encouraged to read their respective Circulars regarding the Arrangement, which will be mailed to West Fraser and Norbord shareholders of record as of December 11, 2020 and will be available on SEDAR at www.sedar.com and in Norbord's case also on EDGAR at www.sec.gov/edgar.shtml. The meeting materials will also be available on West Fraser's website at www.westfraser.com and Norbord's website at www.norbord.com. The Circulars contain a detailed description of the Arrangement, the reasons for and benefits of the Arrangement, and a description of West Fraser after giving effect to the Arrangement. Investor presentations, together with other information relating to the Arrangement, are also available on West Fraser's website at www.westfraser.com and Norbord's website at www.norbord.com.
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