Louisiana-Pacific Corporation (NYSE: LPX) (“LP”) and Ainsworth Lumber
Co. Ltd. (TSX: ANS) (“Ainsworth”) announced today that they are
terminating their previously announced agreement dated September 4, 2013
(the “Arrangement Agreement”) in which LP would acquire all of the
outstanding common shares of Ainsworth. LP and Ainsworth have determined
that the regulatory approvals (including in particular expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, as amended, and approval under the Canadian
Competition Act) cannot be obtained without divestitures significantly
beyond those contemplated in the Arrangement Agreement without engaging
in lengthy and expensive litigation with the regulatory authorities in
the US and Canada.
Said Curt Stevens, LP’s CEO: “We believe this transaction would have led
to positive outcomes for customers, employees and shareholders, and
fundamentally disagree with the analysis by antitrust agencies of the
competitive dynamics of our industry. Our business experience, supported
by expert economic analysis, continues to be that North America is an
integrated market for structural panels. We will continue to compete on
a continent-wide basis but feel we have no choice but to terminate the
agreement rather than accept the distraction, disruption, costs and risk
of litigating this matter in both the U.S. and Canada, where the process
could take upwards of a year.”
Added Mr. Stevens: “LP remains well positioned to capitalize on
forecasted growth in housing starts and build on the momentum of
positive adjusted earnings across all our segments. We are a leader in
our markets, have a strong balance sheet, and will continue to run our
operations to meet customer needs while pursuing the growth strategies
we have in place.”
Said Jim Lake, Ainsworth’s CEO, “Although we are disappointed with this
outcome, we look forward to advancing the ongoing growth and success of
our business. Our strong competitive positioning, combined with our
additional low cost capacity and strong balance sheet profile will allow
us to capitalize on the expected recovery in the U.S. housing market and
continued growth in our export markets. We thank our customers,
employees and other stakeholders who supported the proposed transaction
and we look forward to continuing to deliver strong returns for our
shareholders.”
LP and Ainsworth mutually agreed to terminate the agreement under these
conditions. According to the terms of the Arrangement Agreement, no
termination fee will be payable by either party.
Cautionary Statement Regarding Forward-Looking Information
Forward-looking information is provided in this news release pursuant to
National Instrument 51-102 promulgated by the Canadian Securities
Administrators and the Private Securities Litigation Reform Act of 1995.
LP and Ainsworth believe that expectations reflected in such information
are reasonable, but no assurance is given that such expectations will be
correct. Forward-looking information is based on LP’s and Ainsworth’s
beliefs and assumptions based on information available at the time the
assumptions were made and on management’s experience and perceptions of
historical trends, current conditions and expected further developments
as well as other factors deemed appropriate in the circumstances.
Investors are cautioned that there are risks and uncertainties related
to such forward-looking information and actual results may vary.
Important factors that could cause actual results to differ materially
from those expressed or implied by such forward looking information
include, without limitation, factors detailed from time to time in LP’s
or Ainsworth’s periodic reports filed with the Canadian Securities
Administrators, the U.S. Securities and Exchange Commission or other
regulatory authorities. The forward-looking information is made as of
the date of this news release and neither LP nor Ainsworth assumes any
obligation to update or revise them to reflect new events or
circumstances, except as explicitly required by applicable securities
laws.
About LP
Louisiana-Pacific Corporation is a leading manufacturer of
quality engineered wood building materials including OSB, structural
framing products, and exterior siding for use in residential,
industrial and light commercial construction. From manufacturing
facilities in the U.S., Canada, Chile and Brazil, LP products are sold
to builders and homeowners through building materials distributors and
dealers and retail home centers. Founded in 1973, LP is headquartered in
Nashville, Tennessee and traded on the New York Stock Exchange under
LPX. For more information, visit www.lpcorp.com.
About Ainsworth
Ainsworth Lumber Co. Ltd. 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). Ainsworth is a publicly traded company listed on the
Toronto Stock Exchange under the symbol ANS. For more information, visit www.ainsworthengineered.com.
The website at www.ainsworthengineered.com
(the “Ainsworth Website”) is operated by Ainsworth, and LP disclaims any
responsibility for the accuracy or completeness of any information
contained on the Ainsworth Website or on any website linked to the
Ainsworth Website.
The website at www.lpcorp.com
(the “LP Website”) is operated by LP, and Ainsworth disclaims any
responsibility for the accuracy or completeness of any information
contained on the LP Website or on any website linked to the LP Website.
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