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Canfor is going to be privately owned after agreeing to Jim Pattison's $980M offer

BRITISH COLUMBIA (News release) -- One of B.C.'s largest mill companies has decided it will no longer be a publicly-traded organization.

Instead, Canfor will be privately owned by Great Pacific Capital Corp., who manages investment and capital for The Jim Pattison Group, selling all of the shares they don't own at $16 each.

That accumulates to an offer of $980 million for the remaining 125 million common shares.

Great Pacific and affiliates in the Arrangement Agreement already owned 51 per cent of outstanding common Canfor shares prior to this evening's announcement (Oct. 28).

"Over the last few months, with the assistance of the Special Committee's independent financial and legal advisors, we have conducted a thorough evaluation of the best interests of Canfor and the fairness of Great Pacific's proposal to Shareholders," said Conrad Pinette, Canfor's Chair of the Special Committee in a news release.

"Following the conclusion of this evaluation, we are pleased to have reached an agreement with Great Pacific. The Special Committee believes that the transaction represents fair value for Shareholders and is the correct path forward for Canfor, Canfor employees, communities and Shareholders."

According to Canfor, there were a number of factors that led to tonight's decision, including:

  • Significant premium to unaffected market price: The Consideration represents a premium of approximately 81.8% to the closing price of the Canfor Shares on August 9, 2019 (the last trading day prior to the announcement by Great Pacific of its indicative offer for Canfor), and a premium of approximately 55.9% based on the 30-day VWAP prior to such announcement.
  • Transaction certainty: All cash offer that is not subject to financing or due diligence conditions.
  • Compelling value proposition for minority shareholders: Ongoing industry headwinds in the forestry sector, including high log costs due to supply constraints and significant declines in benchmark price for both lumber and pulp, have had negative impacts on Canfor's current financial results. It is unknown how long the challenging industry conditions may persist and uncertain when financial results may improve as a result of capacity rationalization in British Columbia. These challenging conditions have also led to volatility in the trading price of Canfor Shares. The Transaction provides holders of Canfor Shares, other than Great Pacific and its affiliates (the "Shareholders"), with immediate and certain value.
  • Independent valuation: The Consideration is within the fair market value range of $14.24 to $19.38 per Canfor Share determined by Greenhill & Co. Canada Ltd. ("Greenhill"), an independent financial advisor and valuator.
  • Limited strategic alternatives: Great Pacific and its affiliates currently own approximately 51% of the Canfor Shares and, as Great Pacific has indicated that it does not intend to sell any Canfor Shares, there are limited strategic alternatives available to Canfor.

The Jim Pattison Group made the offer to Canfor in August this year with the hopes of privatizing the organization fully, in which the Special Committee was immediately created to consider all options.

Pattison has increased his ownership of both Canfor and West Fraser in recent years, sparking speculation his plan is to ultimately merge the two companies into one forestry behemoth.

This is not the first time a large B.C. forestry company has decided to go private.

TimberWest, a formerly publicly-traded company, was acquired by two major pension funds in 2011 and taken private.

********** has taken off like a rocket! Over fifty jobs are posted, in many interesting categories. These jobs are in at least ten different US states. [12.19.19]


Employers are on board with There are nearly forty employers located in fifteen different US states and six other countries. [12.19.19]

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