EXPLANATORY NOTE
Purpose of the Filing
West Fraser Timber Co. Ltd., a company amalgamated under the laws of British Columbia, Canada (“West Fraser”), is filing this Report on Form 6-K pursuant to Rule 12g-3(f) under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to Rule 12g-3(d) under the Exchange Act, West Fraser is a “successor issuer” to Norbord Inc. (“Norbord”) which has historically filed periodic reports under the Exchange Act. with the U.S. Securities and Exchange Commission (the “SEC”) (SEC File No.001-37694). As Norbord’s common shares (the “Norbord Shares”) were registered under Section 12(b) of the Exchange Act, West Fraser’s common shares (the “West Fraser Shares”) are now deemed registered under that section of the Exchange Act. Accordingly, as of the date hereof, West Fraser is required to and will file periodic reports under the Exchange Act.
This Report on Form 6-K is being filed using the EDGAR format type 8-K12B under Norbord’s SEC file number.
West Fraser is a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act) and will file and submit reports to certain Canadian securities regulatory authorities under the Multijurisdictional Disclosure System. In addition, Norbord is also a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act).
Background and Succession Pursuant to Rule 12g-3(d)
On February 1, 2021, pursuant to the Arrangement Agreement between West Fraser and Norbord dated November 18, 2020, West Fraser acquired all of the outstanding Norbord Shares by way of a plan of arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act. The West Fraser Shares issued in exchange for Norbord Shares under the Arrangement were exempt from registration under the U.S. Securities Act of 1933, as amended, pursuant to Section 3(a)(10) thereof. Upon consummation of the Arrangement, Norbord shareholders received 0.675 of a West Fraser Share for each Norbord Share held, and Norbord became a wholly-owned subsidiary of West Fraser.
The West Fraser Shares are listed on the Toronto Stock Exchange (the “TSX”) under the trading symbol “WFG”. It is anticipated that on February 1, 2021: (a) the Norbord Shares will be suspended from trading on the New York Stock Exchange (the “NYSE”) prior to the opening of trading; and (b) the West Fraser Shares will be listed and commence trading on the NYSE under the trading symbol “WFG”.
The foregoing description of the Arrangement is qualified in its entirety by reference to the Information Circular of West Fraser, a copy of which is included as Exhibit 99.41 to this Report on Form 6-K.
Item 9.01 Financial Statements and Exhibits
FILED HEREWITH AS EXHIBITS TO THIS FORM 6-K
