Norbord and Ainsworth Shareholders Approve Proposed Merger

Norbord and Ainsworth Shareholders Approve Proposed Merger

Canada NewsWire

TORONTO and VANCOUVER, Jan. 27, 2015 /CNW/ – Norbord Inc. (TSX: NBD)
(“Norbord”) and Ainsworth Lumber Co. Ltd. (TSX: ANS) (“Ainsworth”)
today announced that at special meetings held by each company earlier
today, Norbord shareholders and Ainsworth shareholders and
optionholders approved the previously announced proposed combination of
Norbord and Ainsworth by way of a plan of arrangement. The transaction
was approved by approximately 99.46% of the votes cast by all of the
Norbord shareholders eligible to vote at the Norbord meeting and
approximately 98.45% of the votes cast by minority shareholders of
Norbord. The transaction was approved by approximately 99.99% of the
votes cast by all of the Ainsworth shareholders and optionholders
eligible to vote at the Ainsworth meeting and approximately 99.98% of
the votes cast by minority shareholders of Ainsworth.

The transaction remains subject to customary conditions to closing,
including approval of the plan of arrangement by the Supreme Court of
British Columbia. Subject to receipt of court approval and the
satisfaction or waiver of all closing conditions, the transaction is
expected to close by the end of the first quarter of 2015.

Norbord and Ainsworth today also provided the following general update
in connection with the transaction. While the transaction is not
reportable under the U.S. Hart-Scott-Rodino Antitrust Improvement Act of 1976 or the Canadian Competition Act because Norbord and Ainsworth share a common controlling shareholder,
the U.S. Department of Justice (the “DOJ”) has requested information
about the transaction and the companies, as it is entitled to do.
Norbord and Ainsworth are providing the DOJ with the information it has
requested and are working proactively with the DOJ to ensure an
expedited review process. Norbord and Ainsworth are confident this
review will have a satisfactory outcome and that it will not impact the
companies’ ability to close the transaction by the end of the first
quarter of 2015.

About Norbord

Norbord Inc. is an international producer of wood-based panels with
assets of more than $1 billion, employing approximately 1,900 people at
13 plant locations in the United States, Europe and Canada. Norbord is
one of the world’s largest producers of oriented strand board (OSB). In
addition to OSB, Norbord manufactures particleboard, medium density
fibreboard and related value-added products. Norbord is a publicly
traded company listed on the Toronto Stock Exchange under the symbol
NBD.

About Ainsworth

Ainsworth Lumber Co. Ltd. is a leading manufacturer and marketer of OSB
with a focus on value-added specialty products for markets in North
America
and Asia. Ainsworth’s four OSB manufacturing mills, located in
Alberta, British Columbia and Ontario, have a combined annual capacity
of 2.5 billion square feet (3/8-inch basis). Ainsworth is a publicly
traded company listed on the Toronto Stock Exchange under the symbol
ANS.

Forward Looking Information

Certain information provided in this news release is forward-looking
information pursuant to National Instrument 51-102 promulgated by the
Canadian Securities Administrators. Norbord and Ainsworth believe that
the expectations reflected in such information are reasonable, but no
assurance is given that such expectations will be correct.
Forward-looking information is based on the beliefs and assumptions of
Norbord and Ainsworth based on information available at the time the
assumptions were made and on management’s experience and perception of
historical trends, current conditions and expected further developments
as well as other factors deemed appropriate in the circumstances.
Investors are cautioned that there are risks and uncertainties related
to such forward-looking information and actual results may vary. This
news release contains forward-looking information concerning the
anticipated completion of the transaction, the anticipated timing and
outcome of the U.S. Department of Justice’s review and the anticipated
timing for completion of the transaction. Important factors that could
cause actual results to differ materially from those expressed or
implied by such forward looking information include, without
limitation, the timing of receipt of any necessary court and other
third party approvals, the timing for completion and the outcome of the
U.S. Department of Justice’s review and the time necessary to satisfy
the conditions to closing of the transaction. There can be no
assurances that any such approvals will be obtained, the U.S.
Department of Justice’s review will be completed on a timely basis or
with a satisfactory outcome and/or any such conditions will be met or
waived. The transaction could be modified, restructured or
terminated. Investors are cautioned that the foregoing list of factors
is not exhaustive. Additional information on these and other factors
that could affect the operations or financial results of Norbord,
Ainsworth or the combined company are included in the joint management
information circular in relation to the proposed combination and other
filings made by Norbord and Ainsworth with the Canadian Securities
Administrators and may be accessed through SEDAR (www.sedar.com), at www.norbord.com or at www.ainsworthengineered.com. The forward-looking information is made as of the date of this news
release and Norbord and Ainsworth assume no obligation to update or
revise them to reflect new events or circumstances, except as
explicitly required by applicable securities laws
.

SOURCE Norbord Inc.

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