VANCOUVER, BC, July 7, 2021 /PRNewswire/ - West Fraser Timber Co. Ltd. ("West Fraser" or the "Company") (TSX and NYSE: WFG) announced today that its board of directors (the "Board") has approved the commencement of a substantial issuer bid (the "Offer") pursuant to which the Company will offer to purchase from shareholders for cancellation up to C$1.0 billion of its outstanding Common shares (the "Shares"). The Offer will proceed by way of a "modified Dutch auction" procedure with a tender price range from C$85.00 to C$98.00 per Share, representing a 3% discount to a 12% premium over the Company's volume-weighted average price on the Toronto Stock Exchange over the last 10 trading days.
Term of the Offer
The Board has authorized the Offer, which will commence on July 12, 2021 and expire on August 17, 2021, unless extended or withdrawn. The Company plans to fund repurchases of Shares through available cash on hand. The Offer is denominated in Canadian dollars, and Shareholders will have the option to elect to receive payment in either Canadian or United States dollars.
Tender Offer Alternatives
The Offer will be conducted through a "modified Dutch auction" procedure. Shareholders who wish to participate in the Offer will be able to do so through: (i) auction tenders in which they will specify the number of Shares being tendered at a price of not less than C$85.00 and not more than C$98.00 per Share in increments of C$0.25 per Share, or (ii) purchase price tenders in which they will not specify a price per Share, but rather will agree to have a specified number of Shares purchased at the purchase price to be determined by auction tenders. Shareholders who validly deposit Shares without specifying the method in which they are tendering their Shares will be deemed to have made a purchase price tender. West Fraser directors and officers do not have a present intention to tender any Shares pursuant to the Offer.
Purchase Price
Upon expiry of the Offer, the Company will determine the lowest purchase price (which will be not less than C$85.00 per Share and not more than C$98.00 per Share) that will allow it to purchase the maximum number of Shares properly tendered to the Offer, and not properly withdrawn, having an aggregate purchase price not exceeding C$1.0 billion.
If Shares with an aggregate purchase price of more than C$1.0 billion are properly tendered and not properly withdrawn, the Company will purchase the Shares on a pro rata basis after giving effect to "odd lot" tenders (of holders beneficially owning fewer than 100 Shares), which will not be subject to pro-ration. In that case, all Shares tendered at or below the finally determined purchase price will be purchased, subject to pro-ration, at the same purchase price determined pursuant to the terms of the Offer. Shares that are tendered but not purchased, including Shares tendered pursuant to auction tenders at prices above the purchase price, will be returned to shareholders.