Canfor Obtains Interim Order for Plan of Arrangement Special Meeting Scheduled for Shareholder Vote
VANCOUVER, Nov. 18, 2019 /CNW/ - Canfor Corporation (TSX:CFP) ("Canfor") announces that, further to its news release on October 28, 2019 (the "Announcement Release"), the company has obtained an interim order (the "Interim Order") of the Supreme Court of British Columbia (the "Court") in connection with the proposed arrangement (the "Arrangement") with 1227738 B.C. Ltd. (the "Purchaser"), a wholly-owned subsidiary of Great Pacific Capital Corp. ("Great Pacific"), to be implemented under a statutory plan of arrangement pursuant to section 288 of the Business Corporations Act (British Columbia).
The Interim Order and Special Meeting
The Interim Order provides for, among other things, the holding of a special meeting (the "Special Meeting") of the holders (collectively, the "Shareholders") of common shares of Canfor to consider and vote upon the Arrangement. The Special Meeting is scheduled to be held at the Vancouver Marriott Pinnacle Downtown Hotel, 1128 West Hastings Street, Vancouver, British Columbia, on Wednesday, December 18, 2019 at 9:00 a.m. (Pacific Time). The record date for determining Shareholders entitled to receive notice of and vote at the Special Meeting was fixed at the close of business on November 12, 2019.
Meeting Materials
In connection with the Special Meeting, Canfor will be mailing a management information circular (the "Circular"), a notice of meeting, a form of proxy and related meeting materials (collectively, the "Meeting Materials") to Shareholders. Shareholders are urged to carefully review all Meeting Materials as they contain important information concerning the Arrangement and the rights and entitlements of the Shareholders. The Meeting Materials will be available on SEDAR under Canfor's profile at www.sedar.com once they have been mailed to Shareholders.
Final Order and Completion Date
The terms of the Arrangement are summarized in the Announcement Release and full details of the Arrangement are contained in the Circular. The anticipated hearing date for the application for the final order of the Court (the "Final Order") is December 20, 2019. Subject to obtaining the required approvals from the Shareholders at the Special Meeting, the Final Order and the satisfaction or waiver of the conditions to implementing the Arrangement as set out in the arrangement agreement entered into between Canfor, Great Pacific and the Purchaser on October 28, 2019, the Arrangement is anticipated to be completed on or about December 30, 2019.
Voting Requirements
The Arrangement requires approval of: (i) at least 66⅔% of the votes cast by the Shareholders at the Special Meeting; and (ii) a simple majority of the votes cast by the Shareholders at the Special Meeting after excluding any votes of Great Pacific and its affiliates and certain other persons required to be excluded under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
Forward Looking Statements
Certain statements in this press release constitute "forward-looking statements" which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. These forward-looking statements include, among others, statements relating to the mailing of the Meeting Materials, the required Final Order and other approvals, the satisfaction of closing conditions for the Arrangement, the anticipated date of the Special Meeting, and the anticipated timing of closing of the Arrangement. Words such as "expects", "anticipates", "projects", "intends", "plans", "will", "believes", "seeks", "estimates", "should", "may", "could", and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are based on current expectations and beliefs and actual events or results may differ materially.
Although Canfor believes that the forward-looking statements in this news release are based on information and assumptions that are current, reasonable and complete, these statements are by their nature subject to a number of factors that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond Canfor's control and the effects of which can be difficult to predict: the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required Shareholder and regulatory approvals and other conditions of closing necessary to complete the Arrangement or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; risks relating to Canfor's ability to retain and attract key personnel during the interim period; the possibility of litigation relating to the Arrangement; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement, including changes in economic conditions, interest rates or commodity prices; risks and uncertainties relating to information management, technology, supply chain, product safety, changes in law, competition, seasonality, commodity price and business; and other risks inherent to Canfor's business and/or factors beyond its control which could have a material adverse effect on Canfor or the ability to consummate the Arrangement.
Canfor cautions that the foregoing list of important factors and assumptions is not exhaustive and other factors could also adversely affect its results. For more information on the risks, uncertainties and assumptions that could cause Canfor's actual results to differ from current expectations, please refer to the "Risks and Uncertainties" section of Canfor's Management's Discussion & Analysis for the year ended December 31, 2018, as well as Canfor's other public filings, available at www.sedar.com and at www.canfor.com.
The forward-looking statements contained in this news release describe Canfor's expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, Canfor does not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.
About Canfor
Canfor is a leading integrated forest products company based in Vancouver, British Columbia ("BC") with interests in BC, Alberta, North and South Carolina, Alabama, Georgia, Mississippi and Arkansas, as well as in Sweden with its recent majority acquisition of Vida Group. Canfor produces primarily softwood lumber and also owns a 54.8% interest in Canfor Pulp Products Inc., which is one of the largest global producers of market northern bleached softwood kraft pulp and a leading producer of high performance kraft paper. Canfor shares are traded on The Toronto Stock Exchange under the symbol CFP.
SOURCE Canfor Corporation
Media Contact: Michelle Ward, Director, Corporate Communications, (604) 661-5225, [email protected]; Investor Contact: Pat Elliott, VP, Corporate Finance and Strategy, (604) 661-5441, [email protected]; Laurel Hill Advisory Group, North American Toll-Free: 1-877-452-7184, Collect Outside North America: 416-304-0211, Email: [email protected]
Share this article