Current Price – $1.28
Offer Price – $1.30 – $1.50
Potential Gain – 17% or $22 for Odd Lot holders
Expiration date – August 12, 2013
Odd Lot holders (less than 100 shares) are not subject to proration
Sedar Filling (Canadian Company)
Western Forest Products Inc. (“Western” or the “Company”) hereby offers (the “Offer”) to purchase from holders (“Shareholders”) of common shares and non-voting shares of Western (collectively, the “Shares”) up to an aggregate of $100 million in value of the Shares pursuant to (i) auction tenders at prices specified by the depositing Shareholders of not less than $1.30 and not more than $1.50 per Share (“Auction Tenders”).
Offer represents a premium of approximately 15% over the daily volume weighted average trading price of the Common Shares on the TSX of $1.30 for the last 30 Trading Days preceding the date of Western’s announcement
If the number of Shares validly deposited to the Offer prior to 5:00 p.m. (Toronto time) on August 12, 2013 (and not withdrawn) pursuant to Auction Tenders at a price equal to or less than the Purchase Price and pursuant to Purchase Price Tenders would result in an aggregate purchase price in excess of $100 million, then such Shares will be purchased in the following priority:
– without pro-ration, all Shares deposited or deemed to be deposited for purchase at a price equal to or less than the Purchase Price by holders of Odd Lots of less than 100 Shares who have deposited all of their Shares to the Offer; and
– on a pro rata basis, all other Shares validly deposited or deemed to be deposited for purchase at a price equal to or less than the Purchase Price (subject to adjustments to avoid the purchase of fractional Shares).
Source of Funds:
The amended GE Facility permits the Company, until June 30, 2014, to make distributions and other payments to Shareholders in an aggregate amount not to exceed $150 million, provided that no default or event of
default (as specified in the GE Facility) has occurred and is continuing at the time of such payments, and that the initial payment to be made to Shareholders be not less than $70 million. The Company anticipates repaying the debt from the GE Facility from operating cash flow and the sale of non-core assets.