Western Forest Products Announces Secondary Offering by Brookfield Special Situations
November 13 2012 - 3:33PM
Marketwired
Western Forest Products Inc. (TSX:WEF) ("Western" or the "Company")
and Brookfield Special Situations Management Limited ("Brookfield")
today announced a bought deal secondary offering with a syndicate
of underwriters (the "Underwriters"), through which the
wholly-owned subsidiary of Brookfield Asset Management
(TSX:BAM.A)(NYSE:BAM) has agreed to sell 62,500,000 non-voting
shares (the "Offered Shares") of Western at an offering price of
$1.20 per share (the "Offering"). The Underwriters have been
granted an over-allotment option to purchase up to an additional
9,375,000 non-voting shares from Brookfield at the offering price,
under the same terms, exercisable for a period of 30 days from
closing of the Offering.
Brookfield currently holds 338,945,860 non-voting shares of
Western, representing 100% of the issued and outstanding non-voting
shares. The non-voting shares are convertible into common shares on
the basis of one common share for one non-voting share, on the
terms and conditions set out in the Company's Articles. Each common
share of the Company entitles the holder to one vote on any
resolutions at meetings of shareholders. On satisfaction of all
conditions to closing of the Offering, including compliance with
the Company's Articles, all Offered Shares, including any
non-voting shares acquired by the Underwriters under the
over-allotment option, shall be converted, on a one-for-one basis,
into common shares, representing approximately 33% of the issued
and outstanding common shares on a non-diluted basis after giving
effect to the Offering.
Following completion of the Offering, it is intended that
59,612,801 of the then remaining non-voting shares held by
Brookfield shall be converted into common shares on a one-for-one
basis, resulting in Brookfield holding 122,639,345 common shares,
representing approximately 49% of the then issued and outstanding
common shares of Western on a non-diluted basis. This will
represent the same percentage of common shares that Brookfield held
prior to the Offering.
The Offered Shares will be offered by way of a short form
prospectus, to be filed by no later than November 19, 2012, in all
of the provinces of Canada pursuant to National Instrument 44-101
Short Form Prospectus Distributions and in the United States
pursuant to an exemption from the registration requirements of the
United States Securities Act of 1933, as amended. Closing of the
Offering is expected to occur on or before December 4, 2012 and is
subject to certain conditions, including the approval of the
Toronto Stock Exchange and the Canadian securities regulatory
authorities.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities in any jurisdiction
in which such offer, sale or solicitation would be unlawful. The
common shares have not been and will not be registered under the
United States Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration.
Western Forest Products
Western is an integrated Canadian forest products company and
the largest coastal British Columbia woodland operator and lumber
producer with an annual available harvest of approximately 6.4
million cubic metres of timber of which approximately 6.2 million
cubic metres is from Crown lands and lumber capacity in excess of
1.1 billion board feet from eight sawmills and three
remanufacturing plants. Principal activities conducted by the
Company include timber harvesting, reforestation, sawmilling logs
into lumber and by-products and value-added remanufacturing.
Substantially all of Western's operations, employees and corporate
facilities are located in the coastal region of British Columbia
while its products are sold in over 25 countries worldwide.
Forward Looking Statements
This press release contains statements which constitute
forward-looking statements and forward-looking information within
the meaning of applicable securities laws. Those statements and
information appear in a number of places in this document and
include statements and information regarding our current intent,
belief or expectations primarily with respect to market and general
economic conditions, future costs, expenditures, available harvest
levels and our future operating performance, objectives and
strategies. Such statements and information may be indicated by
words such as "estimate", "expect", "anticipate", "plan", "intend",
"believe", "should", "may" and similar words and phrases. Readers
are cautioned that it would be unreasonable to rely on any such
forward-looking statements and information as creating any legal
rights, and that the statements and information are not guarantees
and may involve known and unknown risks and uncertainties, and that
actual results and objectives and strategies may differ or change
from those expressed or implied in the forward-looking statements
or information as a result of various factors. Such risks and
uncertainties include, among others: general economic conditions,
competition and selling prices, changes in foreign currency
exchange rates, labour disruptions, natural disasters, relations
with First Nations groups, changes in laws, regulations or public
policy, misjudgements in the course of preparing forward-looking
statements or information, changes in opportunities and other
factors referenced under the "Risks and Uncertainties" section of
our MD&A in our 2011 Annual Report dated February 22, 2012. All
written and oral forward-looking statements or information
attributable to us or persons acting on our behalf are expressly
qualified in their entirety by the foregoing cautionary statements.
Except as required by law, Western does not expect to update
forward-looking statements or information as conditions change.
Contacts: Western Forest Products Inc. Brian Cairo CFO &
Corporate Secretary (250) 734-4710
Western Forest Products (TSX:WEF)
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