Interfor Corporation
TSX : IFP

Interfor Corporation

January 27, 2015 07:50 ET

Interfor Closes $66.3 Million Offering of Subscription Receipts

HSR Act Condition Satisfied on Simpson Acquisition; Transaction Scheduled to Close March 1, 2015

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 27, 2015) -

NOT FOR DISTRIBUTION TO US NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

INTERFOR CORPORATION ("Interfor" or the "Company") (TSX:IFP) has closed its previously announced bought deal public offering of subscription receipts (the "Subscription Receipts") through a syndicate of underwriters led by RBC Capital Markets and Raymond James and including BMO Capital Markets, CIBC World Markets, Scotia Capital and TD Securities (collectively, the "Underwriters"). The Company issued an aggregate of 3,300,000 Subscription Receipts (including 300,000 Subscription Receipts issued pursuant to the exercise of the over-allotment option) at a price of $20.10 per Subscription Receipt, for aggregate gross proceeds to Interfor of $66,330,000 (the "Offering").

The gross proceeds from the Offering, less 50% of the Underwriters' commission, will be held in escrow pending confirmation by the Company to the Underwriters and the escrow agent that all the conditions precedent to completion of the Company's previously announced acquisition of four sawmills from Simpson Lumber Company, LLC (the "Acquisition"), other than the payment of the acquisition price, have been satisfied or waived (the "Escrow Release Condition"). On January 23, 2015, the US Federal Trade Commission informed Interfor that it has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act"). Accordingly, the condition to the Acquisition relating to the expiration or termination of the HSR Act waiting period has been satisfied. The completion of the Acquisition is expected to occur on March 1, 2015. The Company will use the net proceeds from the Offering to partially fund the Acquisition.

If the Escrow Release Condition is satisfied on or prior to 5:00 p.m. (Vancouver time) on April 30, 2015 (the "Release Deadline"), each Subscription Receipt will entitle the holder thereof to receive, for no additional consideration and without further action, one common share of the Company upon satisfaction of the Escrow Release Condition. If the Escrow Release Condition is not satisfied by the Release Deadline or, at any earlier time, the Acquisition is terminated or the Company advises the Underwriters or announces to the public that it does not intend to proceed with the Acquisition, holders of the Subscription Receipts will be entitled to receive the full purchase price of their Subscription Receipts plus a pro rata share of any interest earned thereon.

The Subscription Receipts will be listed for trading on the Toronto Stock Exchange under the symbol "IFP.R".

FORWARD-LOOKING STATEMENTS

This release contains information and statements that are forward-looking in nature, including but not limited to statements containing the words "will" or "is expected" and similar expressions. In particular, this release contains forward-looking statements regarding the completion of the Acquisition and the use of the net proceeds from the Offering. These statements involve known and unknown risks and uncertainties that may cause Interfor's actual results to be materially different from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, the risk that the Company will not complete the Acquisition prior to the Release Deadline, or at all, if any of the conditions to completion of the Acquisition are not satisfied or waived. For information with respect to additional risk factors impacting the Company's business and the Offering, refer to the risk factors referenced under the heading "Risk Factors" in the short form prospectus of the Company dated January 20, 2015 available on SEDAR at www.sedar.com. Although the Company bases forward-looking statements on assumptions believed to be reasonable when made, such statements are not guarantees of future performance and Interfor undertakes no obligation to update such forward-looking information or statements, except where required by law. Readers are cautioned not to place undue reliance on forward-looking information or statements.

ABOUT INTERFOR

Interfor is a growth-oriented lumber company with operations in Canada and the United States. The Company has estimated annual production capacity of 2.4 billion board feet and offers one of the most diverse lines of lumber products to customers around the world. For more information about Interfor, visit our website at www.interfor.com.

Contact Information

  • Interfor Corporation
    John A. Horning
    Executive Vice President and Chief Financial Officer
    (604) 689-6829

    Interfor Corporation
    Martin L. Juravsky
    Senior Vice President, Corporate Development and Strategy
    (604) 689-6873
    www.interfor.com