Voting Support Agreements
Norbord’s principal shareholder, Brookfield Asset Management Inc. and certain of its controlled affiliates (“Brookfield”) have entered into a voting and support agreement (the “Brookfield Support Agreement”), pursuant to which Brookfield has agreed to vote all of its Norbord Shares, representing approximately 43% of the outstanding Norbord Shares, in favour of the Transaction at the Norbord Meeting. Under the Brookfield Support Agreement, Brookfield has also agreed to vote in favour of the recommendations of West Fraser management in connection with ordinary course matters at the 2021 annual general meeting of West Fraser shareholders.
Certain affiliates of members of the Ketcham family have entered into voting and support agreements with Norbord pursuant to which they have agreed to vote a total of 13,013,800 shares of West Fraser, including Class B shares, representing approximately 19% of the outstanding shares of West Fraser, in favour of the Transaction at the West Fraser Meeting.
Each of the directors and named executive officers of Norbord, who together hold or exercise control or direction over approximately 242,197 Norbord Shares, representing approximately 0.3% of the issued and outstanding Norbord Shares, have entered into support agreements with West Fraser pursuant to which they have agreed to vote their Norbord Shares in favour of the Transaction.
Each of the directors and named executive officers of West Fraser, who together hold or exercise control or direction over approximately 1,474,830 shares of West Fraser, representing approximately 2.1% of the issued and outstanding shares of West Fraser, have entered into support agreements with Norbord pursuant to which they have agreed to vote their shares of West Fraser in favour of the Transaction.
Management and Board of Directors
West Fraser will continue to be led by Raymond Ferris as President and Chief Executive Officer and Chris Virostek as Chief Financial Officer. Upon completion of the Transaction, Peter Wijnbergen will be appointed President, Engineered Wood, responsible for the company’s OSB, plywood, particleboard, MDF and veneer operations. Sean McLaren, currently West Fraser’s Vice-President, U.S. Lumber, will be appointed President, Solid Wood, responsible for all of the company’s lumber operations.
Hank Ketcham, the current Chair of the board of directors of West Fraser, will continue to serve as the Chair of the board of directors. At closing, two of Norbord’s current independent directors will join the board of directors of West Fraser.
Fairness Opinions and Board Recommendation
TD Securities and Scotiabank have each provided a fairness opinion to the Board of Directors of West Fraser stating that, as of the date of such opinions and based upon and subject to the assumptions, limitations and qualifications stated in such opinions, the consideration to be paid by West Fraser to the shareholders of Norbord is fair, from a financial point of view, to West Fraser. RBC Capital Markets has provided a fairness opinion to the board of directors of Norbord stating that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration under the Transaction is fair from a financial point of view to the shareholders of Norbord.
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