Exhibit 99.2
Form 51–102F3
Material Change Report
Item 1. | Name and Address of Company | |
West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”) | ||
858 Beatty Street, Suite 501 | ||
Vancouver, BC | ||
V6B 1C1 | ||
Item 2. | Date of Material Change | |
June 6, 2022 | ||
Item 3. | News Release | |
A news release in respect of the material change was disseminated via Canada Newswire on June 7, 2022 prior to market open. The news release was also filed with each of the Canadian securities regulatory authorities on SEDAR and with the US Securities Exchange Commission on EDGAR. | ||
Item 4. | Summary of Material Change | |
On June 7, 2022, West Fraser announced the completion of its substantial issuer bid (the “SIB”) pursuant to which it has, effective June 6, 2022, taken up and purchased for cancellation a total of 11,898,205 common shares (the “Shares”) at a price of US$95 per Share under the SIB which commenced on April 26, 2022. | ||
Item 5. | Full Description of Material Change | |
5.1 | Full Description of Material Change | |
On June 7, 2022, West Fraser announced the completion of the SIB pursuant to which it has taken up and purchased for cancellation a total of 11,898,205 Shares under the SIB. The Shares were purchased for an aggregate purchase price of US$1.13 billion and represented approximately 11.7% of the total number of the Company’s issued and outstanding Shares and Class B shares at the time the SIB was announced in late April 2022. After giving effect to the SIB, the Company will have 87,473,547 Shares and 2,281,478 Class B shares issued and outstanding. No Class B shares were purchased under the SIB. | ||
Payment for the purchased Shares will be effected by Computershare Investor Services Inc., the depositary for the SIB, by June 9, 2022 in accordance with the SIB and applicable law. |
All shareholders who made auction tenders and purchase price tenders will have 100% of their successfully tendered Shares purchased by West Fraser at the purchase price. | ||
5.2 | Disclosure for Restructuring Transactions | |
Not applicable. | ||
Item 6. | Reliance on subsection 7.1(2) of National Instrument 51–102 | |
Not applicable. | ||
Item 7. | Omitted Information | |
None. | ||
Item 8. | Executive Officers | |
Christopher Virostek | ||
Vice-President, Finance and Chief Financial Officer | ||
+1 (604) 895-2745 | ||
Item 9. | Date of Report | |
June 7, 2022 |