Ainsworth Lumber Co. Ltd.
TSX : ANS

Ainsworth Lumber Co. Ltd.

December 30, 2014 20:42 ET

Ainsworth Files Management Information Circular, Recommends Shareholders and Optionholders Vote for Merger With Norbord

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 30, 2014) - Ainsworth Lumber Co. Ltd. ("Ainsworth") (TSX:ANS) today announced that it has filed on SEDAR (www.sedar.com) and mailed or otherwise sent to shareholders and optionholders a joint management information circular in relation to the proposed combination with Norbord Inc. ("Norbord") (TSX:NBD), which was previously announced on December 8, 2014. The combination of Ainsworth and Norbord will be effected by way of a plan of arrangement pursuant to which Norbord will acquire all of the outstanding common shares of Ainsworth. A copy of the circular is also available at www.ainsworthengineered.com.

Following receipt of the unanimous recommendation of the Independent Committee of the Ainsworth Board of Directors, the Ainsworth Board (excluding interested directors) has unanimously approved the combination and recommends that shareholders and optionholders vote in favour of the transaction. The circular details, among other things, the reasons for the Ainsworth Board's recommendation that securityholders vote in favour of the combination.

A special meeting of Ainsworth shareholders and optionholders will be held at the offices of Blake, Cassels & Graydon LLP, Suite 2600, Three Bentall Centre, 595 Burrard Street, Vancouver, British Columbia, on January 27, 2015 at 2:00 p.m. (Vancouver time). Shareholders and optionholders are requested to complete and return their form of proxy to ensure that their shares or options (as applicable) will be voted at the meeting.

The transaction also requires the approval of the shareholders of Norbord and court approval. If the requisite approval of the Ainsworth and Norbord securityholders and the court is obtained and all other conditions to the transaction have been satisfied or waived, it is anticipated that the transaction will be completed in the first quarter of 2015.

If shareholders or optionholders have any questions or require assistance, they are asked to please contact Georgeson Shareholder Communications Canada Inc., Ainsworth's proxy solicitation agent, by telephone at 1-888-605-8413 (toll-free in North America) or by e-mail at askus@georgeson.com, or their professional advisor.

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 mills, 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.

About Norbord

Norbord Inc. is an international producer of wood-based panels with assets of more than $1 billion, employing approximately 1,950 people at 13 plant locations in the United States, Europe and Canada. Norbord is one of the world's largest producers of OSB. In addition to OSB, Norbord manufactures particleboard, medium density fibreboard (MDF) and related value-added products. Norbord is a publicly traded company listed on the Toronto Stock Exchange under the symbol NBD.

Forward-Looking Information

Certain information provided in this news release is forward-looking information pursuant to National Instrument 51-102 promulgated by the Canadian Securities Administrators. Ainsworth believes that the expectations reflected in such information are reasonable, but no assurance is given that such expectations will be correct. Forward-looking information is based on the beliefs and assumptions of Ainsworth based on information available at the time the assumptions were made and on management's experience and perception 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. This news release contains forward-looking information concerning the timing of the shareholder meeting, the anticipated completion of the transaction and the anticipated timing for completion of the transaction. Important factors that could cause actual results to differ materially from those expressed or implied by such forward looking information include, without limitation, the timing of receipt of the necessary securityholder, court and other third party approvals and the time necessary to satisfy the conditions to closing of the transaction. There can be no assurances that any such approvals will be obtained and/or any such conditions will be met or waived. The transaction could be modified, restructured or terminated. Investors are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Ainsworth or the combined company are included in the joint management information circular in relation to the proposed combination with Norbord and other filings made by Ainsworth with the Canadian Securities Administrators and may be accessed through SEDAR (www.sedar.com) or at www.ainsworthengineered.com. The forward-looking information is made as of the date of this news release and Ainsworth assumes no obligation to update or revise them to reflect new events or circumstances, except as explicitly required by applicable securities laws.

Contact Information

  • Ainsworth Investors:
    Rob Feustel
    Treasurer
    (604) 661-3235
    info@ainsworth.ca

    Georgeson Shareholder Communications Canada Inc.
    North American Toll Free Number: 1-888-605-8413
    askus@georgeson.com

    Media:
    Longview Communications Inc.
    Olena Lobach - (416) 649-8009
    Nick Anstett - (416) 315-0191