TIMBERWEST FOREST CORP. SAYS "GO-SHOP" PROCESS INDICATES THAT BID BY BCIMC AND PSP INVESTMENTS WILL MAXIMIZE VALUE;

TIMBERWEST FOREST CORP. SAYS “GO-SHOP” PROCESS INDICATES THAT BID BY BCIMC AND PSP INVESTMENTS WILL MAXIMIZE VALUE;

PR Newswire

ISS AND GLASS LEWIS RECOMMEND THAT TIMBERWEST UNITHOLDERS VOTE IN FAVOUR OF PROPOSED ACQUISITION AT UPCOMING ANNUAL GENERAL AND SPECIAL MEETING

VANCOUVER, June 7, 2011 /PRNewswire/ – TimberWest Forest Corp. (TSX: TWF.UN)
(“TimberWest” or the “Company”) announced today that its 60-day
“go-shop” solicitation process has not yielded a superior proposal,
indicating that the proposed acquisition of the Company by two leading
Canadian pension funds will deliver maximum value to unitholders.

The Company also announced that leading independent proxy advisory firms
ISS Governance Services and Glass Lewis & Co., LLC have each published
a report recommending that TimberWest unitholders vote in favour of the
proposed transaction.

As previously announced on April 11, 2011, the Company has entered into
a definitive agreement (the “Agreement”) with British Columbia
Investment Management Corporation and the Public Sector Pension
Investment Board (together, the “Purchasers”) pursuant to which the
Purchasers have agreed to acquire TimberWest for $1.03 billion in cash,
including assumed debt, or $6.16 in cash per stapled unit (the
“Transaction”). Under the terms of the Agreement, TimberWest is
entitled to actively solicit superior proposals from third parties for
a period of 60 calendar days ending on June 9, 2011.

During the “go-shop” process to date, under the supervision of the
special committee of independent directors of the Company formed to
evaluate the Transaction and any alternative proposals (the “Special
Committee”), BMO Capital Markets, the Company’s financial advisor,
contacted 31 parties, five of whom entered into a confidentiality and
standstill agreement with the Company and were provided access to the
Company’s electronic data room. These five parties included both
strategic and financial entities from three different countries. The
Company set a deadline for parties to submit a proposal in the
“go-shop” period. That date has now passed and no superior proposal has
been received and the Company and BMO Capital Markets are no longer in
active dialogue with any prospective purchaser. While it is still
possible that a superior proposal will emerge prior to June 9, 2011,
the Company does not expect this to occur.

On June 14, 2011 at 10:00 a.m. (Vancouver time), TimberWest will hold an
annual general and special meeting of securityholders to vote on and
approve, among other things, the Transaction (the “Meeting”). The
Meeting will take place at the Versailles “B” Ballroom at the Sutton
Place Hotel, 845 Burrard Street, Vancouver, British Columbia.

The Board of Directors of the Company recommends that securityholders
vote
FOR all resolutions at the Meeting.

Key Reasons to Vote in Favour for the Transaction Include:

  • Transaction represents an attractive offer for securityholders
The purchase price represents a 25% premium over the 20-day
volume-weighted average unit price prior to announcement
Cash consideration provides certainty of value to securityholders
  • Robust “go-shop” solicitation process has not yielded a superior
    proposal
The Company and BMO Capital Markets have been actively soliciting
superior proposals since the Transaction was announced on April 11,
2011
The absence of a superior proposal indicates that Transaction maximizes
unitholder value
  • Fairness opinions and independent valuation received from prominent
    financial advisors
BMO Capital Markets and UBS Securities have each provided an opinion to
the effect that the consideration to be received by the unitholders
pursuant to the Transaction is fair, from a financial point of view, to
the unitholders
The purchase price is within the fair market value range of $5.87 to
$6.66 per stapled unit determined by UBS Securities
  • Role and recommendation of independent Special Committee
The Special Committee oversaw the conduct of arm’s length negotiations
between the Company and the Purchasers, including the negotiation of
the key economic and other terms of the Transaction
Approval of Transaction unanimously recommended by Special Committee

All Company securityholders may vote via the internet by following the
instructions contained on their Voting Instruction Form or Proxy.
Additional information regarding the Transaction and instructions for
voting is contained in the management information circular dated May
13, 2011
(the “Circular”) that has been mailed to the Company’s
securityholders in connection with the Meeting. The Circular and other
meeting materials have been filed on SEDAR and are available under the
Company’s profile at www.sedar.com as well as on the Company’s website at www.timberwest.com. In view of the labour disruptions being experienced by Canada Post in
certain regions, securityholders are encouraged to vote via the
internet to ensure all votes are received prior to the voting deadline
of 10:00 a.m. (Vancouver Time) on June 10, 2011.

If you have any questions or require assistance voting your shares,
please call our proxy solicitor, Laurel Hill Advisory Group at
1-877-452-7184 / Collect 416-637-4661 or via email at assistance@laurelhill.com.

About TimberWest
TimberWest is uniquely positioned as western Canada’s largest private
timber and land management company. The Company owns in fee simple
approximately 327,000 hectares or 808,000 acres of private land and is
in the business of selling timber products and real estate.

Stapled Units of TimberWest Forest Corp. are traded on the Toronto Stock
Exchange under the symbol “TWF.UN”

Forward-looking Statements Disclaimer
Statements in this news release that are not historical facts are
forward-looking statements that involve risks and uncertainties.
Forward-looking statements in this news release include, but are not
limited to, statements about: the proposed acquisition of TimberWest by
the Purchasers; expectations regarding the performance of TimberWest
following such an acquisition; TimberWest’s right to solicit superior
proposals during the “go-shop” period; and approval of the Transaction
by TimberWest unitholders. TimberWest’s actual results could differ
materially from those expressed or implied by such forward-looking
statements. Factors that could cause or contribute to such differences
include, but are not limited to general economic conditions, variations
in TimberWest’s product prices and changes in commodity prices
generally, changes in market conditions, variations in harvest levels,
changes in log transportation costs, actions of competitors, interest
rate and foreign currency fluctuations, regulatory, harvesting fee and
trade policy changes and other actions by governmental authorities
including real estate zoning approvals, the ability to implement
business strategies and pursue business opportunities, labour
relations, weather conditions, forest fires, insect infestation,
disease and other natural phenomena and other risks and uncertainties
described in TimberWest’s public filings with securities regulatory
authorities. In addition, the completion of the Transaction, or of any
alternative transaction, is or would be conditional upon a number of
factors, many of which are outside of TimberWest’s control. There is no
assurance that the Transaction or any alternative transaction will be
completed on its terms or at all.

SOURCE TimberWest Forest Corp.

Be the first to comment

Leave a Reply