Canfor Corporation (TSX: CFP) and Canfor Pulp Products Inc. (TSX: CFX) are pleased to announce the successful completion of the previously disclosed transaction, in which Canfor Corp has acquired all outstanding common shares of Canfor Pulp, not already owned by Canfor Corp and its affiliates, under a court-approved plan of arrangement pursuant to the Business Corporations Act (British Columbia).
Under the terms of the Arrangement, each former holder of Canfor Pulp Shares (each, a “Former Shareholder”) had the option to receive for all Canfor Pulp Shares held by such Former Shareholder immediately prior to the effective time of the Arrangement (i) 0.0425 of a common share in the capital of the Canfor Corp (“Canfor Corp Shares”) per Canfor Pulp Share (the “Share Consideration”) or, (ii) $0.50 in cash per Canfor Pulp Share (the “Cash Consideration” and together with the Share Consideration, the “Consideration”).
In connection with the closing of the Arrangement, the Canfor Pulp Shares are expected to be delisted from the Toronto Stock Exchange as of the close of market on March 18, 2026, and Canfor Corp intends to cause Canfor Pulp to apply for an order to cease to be a reporting issuer under applicable Canadian securities laws.
Early Warning Disclosure Relating to Canfor Corp
The purpose of the Arrangement was for Canfor Corp and its affiliates to beneficially own all of the issued and outstanding Canfor Pulp Shares that Canfor Corp and its affiliates did not already own. Immediately prior to the closing of the Arrangement, Canfor Corp and its affiliates had beneficial ownership of, or control or direction over, 35,776,483 Canfor Pulp Shares representing approximately 54.8% of the outstanding Canfor Pulp Shares. Pursuant to the Arrangement, Canfor Corp acquired 29,457,076 Canfor Pulp Shares, representing approximately 45.2% of the issued and outstanding Canfor Pulp Shares, and, as a result, Canfor Corp and its affiliates now beneficially own, or exercise control or direction over, 65,233,559 Canfor Pulp Shares in the aggregate, representing 100% of the issued and outstanding Canfor Pulp Shares.
In connection with the closing of the Arrangement, Canfor Corp paid aggregate Consideration to Former Shareholders consisting of $3,996,572 in cash and 912,217 Canfor Corp Shares. Both Canfor Corp and Canfor Pulp’s head office is located at 101 – 161 East 4th Avenue, Vancouver, British Columbia. An early warning report will be filed by Canfor Corp with applicable Canadian securities regulatory authorities. To obtain a copy of the early warning report, please contact Pat Elliott, CFO and Corporate Secretary of Canfor Corp.
Former Shareholders who were registered holders of Canfor Pulp Shares are reminded that, in order to receive the Consideration in the form of Consideration elected (or deemed to have been elected), they must sign and return the letter of transmittal and election form with accompanying certificate(s) or direct registration statement(s) representing their formerly held Canfor Pulp Shares, together with any other required documents, to TSX Trust Company, the depositary for the Arrangement. Former Shareholders who held their Canfor Pulp Shares through an intermediary such as a broker or investment dealer should contact their intermediary for instructions and assistance and carefully follow any instructions provided to them by such intermediary.
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