An anonymous director reports
WEST FRASER ANNOUNCES PRELIMINARY RESULTS OF SUBSTANTIAL ISSUER BID
West Fraser Timber Co. Ltd. has released the preliminary results of its substantial issuer bid (SIB), pursuant to which West Fraser offered to purchase for cancellation up to $1.25-billion (U.S.) of its common shares. The SIB expired at 5 p.m. Vancouver time on Thursday, June 2, 2022.
In accordance with the terms and subject to the conditions of the SIB and based on the preliminary calculations of Computershare Investor Services Inc., as depositary for the SIB, West Fraser expects to take up and pay for approximately 11,898,000 shares at a price of approximately $95 (U.S.) per share, representing an aggregate purchase price of approximately $1.13-billion (U.S.).
West Fraser currently expects that all shareholders who made auction tenders and purchase price tenders will have 100 per cent of their successfully tendered shares purchased by West Fraser at the purchase price.
The number of shares to be purchased and the purchase price referred to above are preliminary, remain subject to verification by Computershare and assume that all shares tendered through notice of guaranteed delivery will be delivered within the two-trading-day settlement period. Upon take-up and payment of the shares purchased, West Fraser will release the final results.
For Canadian federal income tax purposes, a deemed dividend arises on the repurchase of shares under the SIB. To assist shareholders in determining the Canadian tax consequences of the SIB, West Fraser estimates that for the purposes of the Income Tax Act (Canada), the paid-up capital per share is $17.49. West Fraser designates the entire amount of the deemed dividend arising from its repurchase of the shares under the SIB as an eligible dividend for purposes of the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation.
For the purposes of Subsection 191(4) of the Income Tax Act (Canada), the specified amount in respect of each share is $79.95 (U.S.).
The full details of the SIB are described in the offer to purchase and issuer bid circular dated April 26, 2022, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR
and on EDGAR.
About West Fraser Timber Co. Ltd.
West Fraser is a diversified wood products company with more than 60 facilities in Canada, the United States, the United Kingdom and Europe. From responsibly sourced and sustainably managed forest resources, the company produces lumber, engineered wood products, pulp, newsprint, wood chips, other residuals and renewable energy. West Fraser's products are used in home construction, repair and remodelling, industrial applications, papers, tissue, and box materials.
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