Norbord, Ainsworth announce merger
Dec. 8, 2014, Vancouver – Norbord Inc. and Ainsworth Lumber Co. Ltd. announced that they have signed a definitive agreement under which they will merge to create a leading global wood products company focused on oriented strand board across North America, Europe and Asia. The all-stock deal is valued at $762.6 million.
“This transaction unites two complementary businesses behind a common vision of enhanced service to our customers and growth in North America, Europe and Asia,” said Peter Wijnbergen, Norbord’s President and Chief Executive Officer. “Norbord and Ainsworth are each low-cost producers in their respective regions, and with our complementary operations and a more diverse range of specialty products, we will be better able to serve our customers across the globe. Ainsworth has excellent mills, a proven track record of innovation in value-added product development, and we look forward to working together. The growth potential we see in the combined company also offers significant value to our shareholders.”
Under the terms of the arrangement agreement announced today, Norbord has agreed to acquire all of the outstanding common shares of Ainsworth in an all-share transaction in which Ainsworth shareholders will receive 0.1321 of a Norbord share for each Ainsworth share pursuant to a plan of arrangement under the British Columbia Business Corporations Act.
Brookfield Asset Management Inc. and its affiliated entities, which control approximately 55% and 52% of the outstanding common shares of Ainsworth and Norbord respectively, have entered into a binding agreement in which they have committed to vote in favour of the transaction. Upon closing, the Brookfield entities will control approximately 53% of the outstanding common shares of the combined company.
Said Jim Lake, Ainsworth’s President and Chief Executive Officer: “The combination of the two companies will mean tremendous opportunities for our people and our customers. By joining with Norbord we will be able to leverage its commitment to low-cost operational excellence to expand and improve our existing range of products and enhance our customer relationships. For our shareholders, this transaction offers significant potential for continued value creation as investors in a larger and better-capitalized company with ongoing participation in the current U.S. housing recovery. This is an exciting transaction for Ainsworth and its stakeholders.”
On a pro forma basis, the combined company generated USD $1.63 billion in sales and USD $143 million in Adjusted EBITDA for the 12 months ended September 27, 2014. The transaction is expected to be accretive to earnings and cash flow in the first year.