LP agrees to acquire Ainsworth
Sept 4, 2013, Nashville and Vancouver - Louisiana-Pacific Corporation and Ainsworth Lumber have signed a definitive agreement under which LP will acquire all of the outstanding common shares of Ainsworth for a total consideration which equates to C$3.76 per Ainsworth common share, based on the closing price of LP common shares on September 3, 2013.
The proposed transaction, which has a total value of approximately USD$1.1 billion, including the assumption of debt less Ainsworth's estimated cash balance, represents a premium for Ainsworth shareholders of 30 per cent relative to the closing price of Ainsworth shares of C$2.89 and 24 per cent to the volume weighted average trading price of Ainsworth shares on the TSX over the past 20 trading days as of September 3, 2013. The proposed transaction has the unanimous support of the Ainsworth Board of Directors. Additionally, private equity funds managed by Brookfield Asset Management, which own 54 per cent of Ainsworth, have entered into an agreement to vote in favour of the transaction.
Ainsworth is a leading manufacturer and marketer of oriented strand board (OSB) with a focus on value-added specialty products for markets in North America and Asia. Ainsworth's four OSB manufacturing facilities, located in Alberta, British Columbia and Ontario, have a combined annual capacity of 2.5 billion square feet (3/8-inch basis), with the potential to increase capacity to 3.1 billion square feet (3/8-inch basis) with the expansion at Ainsworth's mill in Grande Prairie, Alberta.
"This is an excellent transaction that makes LP more valuable for our customers and our shareholders," said Curt Stevens, LP's CEO. "Ainsworth has very high quality assets and provides us with an expanded suite of strand-based products and technologies, additional access to key international growth markets, particularly in Asia, and enhanced scale and efficiencies in North America. We have great respect for Ainsworth and its people, and we intend to take the best of both companies to create a leading provider of strand-based products that is well positioned to meet the evolving needs of customers in North America and abroad."
Added Mr. Stevens: "The APA consensus projection for U.S. housing starts for the full year 2013 is 957,000, an increase of 23% from 2012. For 2014, the consensus projection is approximately 1.2 million starts. We believe the acquisition of Ainsworth provides LP with greater flexibility and exposure to this recovery."
Ainsworth's CEO Jim Lake said, "This transaction provides immediate value and liquidity to our shareholders as well as the opportunity to participate in LP's continued growth as a global leader in strand-based products and technologies. For our people, this will bring even greater financial strength to the business and the opportunity to become an important part of a well-resourced, innovative company with an excellent operational track record and an uncompromising commitment to safety. This is a positive step forward for Ainsworth, our people, our customers and the communities in which we operate."
Investing in Canada and the Canadian Forest Products Industry
LP's first investment in Canada was in 1978, and it currently employs more than 1,200 people across the country, representing one-third of its total North American workforce. It now owns a total of seven wholly-owned facilities - OSB mills, siding manufacturing facilities and engineered wood products manufacturing facilities - in British Columbia, Manitoba, Quebec and Nova Scotia. LP is also a joint venture participant in two manufacturing facilities in Quebec, and it maintains a Canadian administrative office in Montreal, Quebec. LP maintains one of the industry's best safety ratings across all of its operations and has a strong track record of environmental stewardship in all jurisdictions in which it operates.
LP is also fully committed to Ainsworth's interest in Interex Forest Products, a member-owned international exporter of wood products, and expects this transaction will significantly increase sales volumes handled by the Vancouver-based company.
Over the longer term, LP views the acquisition of Ainsworth as a platform for continued growth in Canada. To support that growth, the Company expects to increase its investments in infrastructure, training, and the research and development of innovative strand-based technologies and products at its Canadian facilities.
LP has a proud history of being a strong and contributing member of the communities in which it operates. The Company expects to maintain and expand upon Ainsworth's existing community investment programs in British Columbia, Alberta and Ontario.