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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of November 21 , 2005 .
----------- --
Commission File Number 033-74656-99
------------
WESTERN FOREST PRODUCTS INC.
-----------------------------------------------
(Translation of registrant's name into English)
3rd Floor, 435 Trunk Road, Duncan, British Columbia Canada V9L 2P9
------------------------------------------------------------------
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): [ ]
NOTE: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): [ ]
NOTE: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_______________.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WESTERN FOREST PRODUCTS INC.
----------------------------------------
(Registrant)
Date November 28, 2005 By /s/ Paul Ireland
------------------ -------------------------------------
(Signature) *
Paul Ireland, Chief Financial Officer
- ----------
* Print the name and title under the signature of the signing officer.
SEC 1815 (09-05) PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS
THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
WESTERN FOREST PRODUCTS INC.
FORM 51-102F3
MATERIAL CHANGE REPORT
ITEM 1 NAME AND ADDRESS OF COMPANY
Western Forest Products Inc. ("Western" or the "Company")
3rd Floor, 435 Trunk Road
Duncan, British Columbia
V9L 2P9
ITEM 2 DATE OF MATERIAL CHANGE
November 10, 2005
ITEM 3 NEWS RELEASE
The news release was disseminated in Vancouver via Canada Newswire on
November 10, 2005.
ITEM 4 SUMMARY OF MATERIAL CHANGE
The Company announced on November 10, 2005 that it entered into a
definitive agreement with Trilon Bancorp Inc. ("TBI"), a wholly-owned
subsidiary of Brookfield Asset Management Inc. ("BAM") (formerly
Brascan Corporation) to acquire 100% of Cascadia Forest Products Ltd.
("Cascadia"), for approximately $120,000,000 plus the value of
Cascadia's net working capital, all payable in cash on closing.
Financing for the transaction has been secured from Tricap Management
Limited ("Tricap"), which will provide both equity and debt financing
sufficient to fund the acquisition of Cascadia, refinance Western's
outstanding 15% senior secured notes and provide working capital.
Tricap is an indirect wholly-owned subsidiary of BAM and is the manager
of the Tricap Restructuring Fund (the "Fund"). Co-investors of the Fund
currently own approximately 20% of the outstanding Western common
shares, and following the completion of the transaction will own a
minimum of 45% of the outstanding Western common shares.
The acquisition of Cascadia is expected to close in the first quarter
of 2006, subject to the receipt of regulatory approvals.
ITEM 5 FULL DESCRIPTION OF MATERIAL CHANGE
On November 10, 2005, Western entered into a purchase agreement with
TBI pursuant to which Western has agreed to purchase and TBI has agreed
to sell all of the issued and outstanding common shares in the capital
of Cascadia for a purchase price of approximately $120,000,000 plus the
value of Cascadia's net working capital, in cash (the "Acquisition").
Western is also proposing to redeem its outstanding US$221,000,000 15%
senior secured notes (the "Recapitalizaton") at the redemption price
set out in the indenture, plus all accrued and unpaid interest.
2
Through the Acquisition, Western will acquire approximately 3.6 million
cubic meters of associated annual Crown harvest rights located in
coastal British Columbia, four sawmills and four remanufacturing
facilities on Vancouver Island and the lower British Columbia mainland,
a leased sawmill on Vancouver Island, a custom-cut business and a
global marketing and sales organization, including offices in Canada,
Japan, Australia and China.
The combined Western and Cascadia operations will have over 1.5 billion
board feet of annual lumber capacity and 6.8 million cubic meters of
annual allowable cut from Crown-owned tenures on Vancouver Island, the
mainland coast and the Queen Charlotte Islands. By combining resources
and leveraging best practices from both companies, Western expects to
capture annual synergies of approximately $65 million through marketing
programs and operating efficiencies, which are anticipated to be
realized within about 48 months of the completion of the transaction.
Western believes the Acquisition is the key step in its strategy of
becoming a low-cost, margin-focused lumber producer with rights to high
quality Crown timberlands. Western also believes that the combined
operation's 10 sawmills, five remanufacturing plants and timberlands
will better position Western to compete in global markets and provide a
stable supply of quality specialty and commodity products to an
established worldwide customer base.
In order to finance the Acquisition and the Recapitalization, Western
is proceeding with a rights offering (the "Rights Offering") of
subscription receipts that are convertible into common shares of
Western (the "Common Shares") for aggregate gross proceeds to Western
of approximately $295,000,000. Under the terms of the Rights Offering,
common shareholders of Western will receive rights to subscribe for
subscription receipts of Western. At the time of closing the
acquisition of Cascadia, each subscription receipt will be
automatically exchanged for one Common Share. The subscription price
shall be determined at the time the final prospectus for the offering
is filed. The subscription price for each subscription receipt will be
fixed at 85% of the volume weighted average trading price of the Common
Shares on the Toronto Stock Exchange (the "TSX") for the 10 day period
ending on the day prior to the date of filing of the final prospectus,
provided that the subscription price will not be less than $1.65 per
subscription receipt nor greater than $2.75 per subscription receipt.
The rights are expected to be listed for trading on the TSX and will be
exercisable for at least 21 days following the date of mailing of the
final prospectus. The subscription receipts are also expected to be
listed for trading on the TSX.
Tricap has agreed to provide a standby commitment pursuant to a standby
agreement (the "Standby Agreement") in respect of the Rights Offering,
and will purchase, or cause to be purchased all of the subscription
receipts not otherwise purchased by holders of the rights pursuant to
the Rights Offering. The purchase price for the subscription receipts
under the Standby Agreement will be identical to the subscription price
for the subscription receipts under the Rights Offering. In addition,
Tricap has been granted an option (the "Tricap Option"), which may be
exercised for up to 10 business days following the completion of the
Rights Offering, to acquire sufficient additional subscription receipts
at the same subscription price as under the Rights Offering in order to
ensure that Tricap owns, or exercises control or direction over, 45% of
the Western common shares if, following the exchange of all
subscription receipts for Common Shares, Tricap would own less than 45%
of the Common Shares.
3
Western has also entered into a committed term sheet with Tricap (the
"Tricap Term Sheet") pursuant to which Tricap, or such other entity as
may be designated by Tricap on behalf of the Brascan Bridge Lending
Fund ("BBLF"), will lend Western a total of US$187,500,000 and
$90,000,000 under two separate secured term loan facilities. The
one-year $90 million facility may be extended for a second year at the
option of Western. The proceeds from these facilities will be used to
redeem the Company's outstanding US$221 million 15% senior secured
notes. The secured loan is non-amortizing and is pre-payable, in whole
or in part, at any time. Interest on amounts drawn under the US
facility will be charged at the floating US one-month LIBOR rate plus
8.15%. Interest on the Canadian facility will be charged at the
Canadian prime rate plus 5.25%.
Tricap has advised Western that it is an indirect wholly-owned
subsidiary of BAM and, as manager of the Fund, exercises control or
direction over 5,138,228 Common Shares or approximately 20% of the
outstanding Common Shares beneficially owned by the co-investor
participants in the Fund. TBI is also an indirect wholly-owned
subsidiary of BAM. BAM, through another wholly owned subsidiary, also
manages BBLF. Accordingly:
o BAM, TBI, Tricap and BBLF are each a "related party" to Western,
as defined under Ontario Securities Commission Rule 61-501
("Rule 61-501") and the Autorite des marches financiers du
Quebec Regulation Q-27 ("Regulation Q-27") (collectively, the
"Related Party Rules") and are "interested parties" in the
circumstances; and
o the transactions contemplated by the Acquisition, the Standby
Agreement, the Tricap Option and the Tricap Term Sheet are each
a "related party transaction" for the purposes of the Related
Party Rules (such transactions are collectively referred to as
the "Related Party Transactions").
Pursuant to a letter agreement dated November 10, 2005, Harbert
Distressed Investment Master Fund, Ltd. ("Harbert") confirmed that it
is the beneficial owner of, or exercises control or direction over, not
less than 7,783,604 Common Shares representing not less than
approximately 30.4% of the outstanding Common Shares and owns no other
securities of Western. It further confirmed that it is not an
"interested party" (as defined in the Related Party Rules) in respect
of the Related Party Transactions, and that it deals at arm's length
with each of BAM, TBI, Tricap, BBLF and, to its actual knowledge, each
of their respective affiliates.
Harbert reviewed the documents relating to the Acquisition,
Recapitalization, and the equity and debt financing for Western. Based
on this review, it confirmed that it supports Western participating in
the Related Party Transactions on the terms provided in the draft
definitive agreements.
The Related Party Transactions are exempt from the valuation and
minority shareholder approval requirements of the Related Party Rules
pursuant to Sections 5.5(6) and 5.7(4) of Rule 61-501 and Sections
5.6(6) and 5.8(3) of Regulation Q-27 because the Related Party
Transactions are supported by Harbert. As required by the Related Party
Rules, Harbert owns a greater number of voting securities of the
Company than BAM, TBI and Tricap, in the aggregate (the "Related
Parties"), is at arm's length to the Related Parties, is not an
interested party (as defined in the
4
Related Party Rules) in respect of any of the Related Party
Transactions, will be treated identically to all other holders in
Canada of equity securities in the Company and will not receive, as a
consequence of the Related Party Transactions, a benefit that is not
also received on a pro rata basis by all other holders of equity
securities in the Company.
As part of its review of the proposed transactions, the Board of
Directors retained BMO Nesbitt Burns Inc. ("BMO") as its financial
advisor.
While not required to do so under applicable securities legislation,
the Company's Board of Directors determined that since the Related
Party Transactions involve parties that are related to the Company, it
was appropriate to appoint a special committee comprised of independent
directors (the "Independent Committee") to consider the proposed
Related Party Transactions.
Based on its review and advice from its independent financial advisor,
Scotia Capital Inc., that the Related Party Transactions, taken as a
whole, are fair, from a financial perspective, to the Company's
shareholders (other than Tricap), the Independent Committee unanimously
recommended to the Board of Directors that the Board of Directors
approve the proposed transactions subject to the subscription price for
the subscription receipts under the Rights Offering and the Standby
Agreement not being less than the minimum price of $1.65.
Following receipt of the Independent Committee's recommendation to
approve the Related Party Transactions, the terms of the Related Party
Transactions were reviewed and approved at a meeting of the Board of
Directors held on November 10, 2005. A full description of the review
and approval process adopted by the Board of Directors and the
Independent Committee will be provided in the Rights Offering
prospectus which is expected to be filed by early December, 2005.
The Rights Offering will materially affect control of Western. Tricap,
as manager of the Fund, currently exercises control or direction over
5,138,228 Common Shares or approximately 20% of the outstanding Common
Shares beneficially owned by the co-investor participants in the Fund.
Following the closing of the Rights Offering and the Acquisition, the
co-investors of the Fund will likely hold at least 45% of the
outstanding Common Shares. As a result, the Rights Offering will result
in the issuance of more than 10% of the currently outstanding Common
Shares to Fund co-investors who, by their existing co-investment
arrangements, are considered insiders of Western.
As permitted by the TSX, Western is not required to hold a formal
shareholder vote at a shareholders meeting given that it has obtained
the required shareholder approval of the Related Party Transactions
from Harbert and certain funds for which Merrill Lynch Investment
Mangers, L.P. or its investment adviser affiliates act as investment
adviser (the "MLIM Funds"). Together, Harbert and the MLIM Funds
beneficially own or control more than 50% of the common shares of
Western not controlled by Tricap.
A copy of the November 10, 2005 press release is attached as Schedule
"A".
5
ITEM 6 RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
Not applicable.
ITEM 7 OMITTED INFORMATION
No significant facts remain confidential in, and no information has
been omitted from, this report.
ITEM 8 EXECUTIVE OFFICER
The following executive officer of Western is knowledgeable about the
material change report and may be contacted respecting the change:
Paul Ireland
Chief Financial Officer
250-715-2209
ITEM 9 DATE OF REPORT
November 21, 2005.
WESTERN FOREST PRODUCTS INC.
By: "Reynold Hert"
--------------------------------------------
Name: Reynold Hert
Title: Chief Executive Officer and President
SCHEDULE "A"
[GRAPHIC - WESTERN FOREST PRODUCTS LOGO]
WESTERN FOREST PRODUCTS INC.
435 Trunk Road
Duncan, British Columbia
Canada V9L 2P9
Telephone: 250 748 3711
Facsimile: 250 748 6045
WESTERN FOREST PRODUCTS INC.
FOR IMMEDIATE RELEASE TSX: WEF
NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION
OF US SECURITIES LAW.
WFP TO EXPAND COASTAL BC OPERATIONS IN ACQUISITION OF CASCADIA
FOREST PRODUCTS
U.S. $221 MILLION 15% SENIOR SECURED NOTES TO BE REFINANCED
VANCOUVER, NOVEMBER 10, 2005 -- Western Forest Products (TSX: WEF) today
announced that it has entered into a definitive agreement with Trilon Bancorp
Inc., a wholly-owned subsidiary of Brookfield Asset Management Inc. (formerly
Brascan Corporation) (NYSE/TSX: BAM) to acquire 100% of Cascadia Forest Products
Inc., for approximately C$120 million plus Cascadia's net working capital, all
payable in cash on closing.
Through this transaction, Western will acquire:
o 3.6 million cubic meters of associated annual Crown harvest rights
located in coastal British Columbia.
o Four sawmills and four remanufacturing facilities on Vancouver Island
and the lower Mainland with total production capacity of approximately
600 million board feet of lumber, as well as the leased Island Phoenix
division sawmill on Vancouver Island.
o A custom-cut business, contract sawing high value lumber products to
order for customers in Asia.
o A global marketing and sales organization, including offices in Canada,
Japan, Australia and China with agency relationships worldwide.
"For Western, this is the key step in our strategy of becoming a low-cost,
margin-focused lumber producer with rights to high quality Crown timberlands",
commented Reynold Hert, President & CEO. "The combined operation's 10 sawmills,
five remanufacturing plants and timberlands will better position Western to
compete in global markets and provide a stable supply of quality specialty and
commodity products to an established worldwide customer base."
The combined Western and Cascadia operations will have over 1.5 billion board
feet of annual lumber capacity and 6.8 million cubic meters of annual allowable
cut from Crown-owned tenures on Vancouver Island, the mainland coast and the
Queen Charlotte Islands. By combining resources and leveraging best practices
from both companies, Western expects to capture annual synergies of
approximately C$65 million through marketing programs and operating
efficiencies, which are anticipated to be realized within about 48 months of the
completion of the transaction.
The acquisition of Cascadia is expected to close in the first quarter of 2006,
subject to the receipt of regulatory approvals.
Total purchase consideration for the acquisition is estimated at $265 million
when payment for Cascadia's working capital and the assumption of their
revolving line of credit are included.
NEW FINANCING
Financing for the transaction has been secured from Tricap Management Inc.
("Tricap"), which will provide both equity and debt financing sufficient to fund
the acquisition of Cascadia and to refinance Western's existing 15% senior
secured bonds. Tricap is a wholly-owned subsidiary of Brookfield Asset
Management and is the manager of the Tricap Restructuring Fund (the "Fund").
Co-investors of the Fund currently own approximately 20% of the outstanding
Western common shares and following the completion of the transaction will own a
minimum of 45%.
Equity Rights Offering
Western intends to raise a total of C$295 million of equity by way of a rights
offering to all shareholders. The rights offering will be made pursuant to a
prospectus, which is expected to be filed by early December, 2005. Rights will
be issued to holders of record in British Columbia, Alberta, Saskatchewan,
Manitoba, Ontario and Quebec together with New York State and certain U.S.
States in which the rights can be qualified for issuance by filing Securities
and Exchange Commission Form F-7. Further details of the distribution of the
rights will be provided in the prospectus. This financing will substantially
increase the number of Western's common shares outstanding from the current
number of 25.6 million common shares.
Under the terms of the rights offering, common shareholders of Western will
receive rights to subscribe for common share subscription receipts of Western.
At the time of closing the acquisition of Cascadia, each subscription receipt
will be automatically exchanged for one Western common share. The subscription
price shall be determined at the time the final prospectus for the offering is
filed. The subscription price for each common share subscription receipt will be
fixed at 85% of the volume weighted average trading price of the Western common
shares on the TSX for the 10 day period ending on the day prior to the date of
filing of the final prospectus, provided that the subscription price will not be
less than C$1.65 per common share subscription receipt nor greater than C$2.75
per common share subscription receipt. The rights are expected to be listed for
trading on the TSX and will be exercisable for at least 21 days following the
date of mailing of the final prospectus. Tricap has committed to purchase any
common share subscription receipts not otherwise purchased by rightholders under
the rights offering. In addition, Tricap has been granted an option, which may
be exercised for up to 10 business days following the completion of the Rights
Offering, to acquire sufficient additional common share subscription receipts at
the same issue price as under the rights offering in order to ensure that Tricap
owns, or exercises control or direction over, 45% of the Western common shares
if, following the exchange of all common share subscription receipts for common
shares, Tricap would own less than 45% of the Western common shares.
Subscription funds will be refunded to investors if the Cascadia acquisition
does not close within six months, or if either the Cascadia acquisition
agreement or the Tricap debt facilities are terminated.
Net proceeds from the issuance of equity under the rights offering totaling
C$295 million (plus the proceeds of the subscription receipts issued pursuant to
Tricap's option, if any) less transaction costs will be used to fund the
acquisition of Cascadia and working capital.
Secured Financing
Western has obtained a secured loan of approximately $310 million arranged by
Tricap. The loan consists of two term facilities, a four year US$187.5 million
facility, and a one-year Cdn $90 million facility, which may be extended for a
second year at the option of Western. The proceeds from these facilities will be
used to redeem the Company's existing US$221 million 15% senior secured notes.
The secured loan is non-amortizing and is pre-payable, in whole or in part, at
any time. Interest on amounts drawn under the US facility will be charged at the
floating US one-month LIBOR rate plus 8.15%. Interest on the Canadian facility
will be charged at the Canadian prime rate plus 5.25%.
Western will use the facility to fund the redemption of the senior secured bonds
not later than the completion of the acquisition of Cascadia. Pursuant to the
terms of the existing senior secured bond indenture, Western is required to
provide notice to bondholders at least 30 days prior to the redemption date.
Syndication Rights
Tricap is entitled to syndicate its equity and debt financing obligations,
provided that it remains obligated to ensure that this financing is available to
Western in accordance with the terms of the relevant agreements.
Maintain Working Capital Facilities
In addition to the above financings, CIT Business Credit Canada Inc., current
lender to both Western and Cascadia, has agreed to maintain its existing $100
million revolving working capital facility for Western and its existing $100
million revolving working capital facility for Cascadia. These facilities will
be secured by working capital at each business.
Board Approval, Independent Committee Review and Shareholder Support
As part of its review of the transactions, the Board of Directors of Western
retained BMO Nesbitt Burns Inc. as its financial advisor. The Board of Directors
also established a special committee of independent directors ("Independent
Committee") to review the acquisition of Cascadia and the related debt and
equity financing, including the refinancing of Western's long-term debt. The
Independent Committee retained independent counsel, and retained Scotia Capital
Inc. as its financial advisor. The Independent Committee, relying on the advice
of its advisors, determined that these transactions were fair to Western's
minority shareholders from a financial perspective. The Board of Directors of
Western, after considering the recommendations of the Independent Committee and
the advice of its advisors, approved the transactions. In addition, a majority
of Western's independent minority shareholders have advised Western that they
approve the transactions.
Full details regarding the Independent Committee process and the review and
approval of the transactions by independent minority shareholders of Western
will be included in the prospectus to be filed by Western relating to its equity
rights offering.
THIRD QUARTER RESULTS
The Company expects to release its third quarter results on Monday, November 14,
2005 once they have been reviewed and approved by the Company's Audit Committee
and Board of Directors. Management estimates a net loss of $12-$13 million for
the quarter compared to a net loss of $37.2 million in the second quarter.
EBITDA is expected to be in the range of approximately negative $9-$11 million
compared to negative EBITDA of $2.3 million in the second quarter. The results
reflect weaker lumber and pulp prices and a stronger Canadian dollar. The net
loss and EBITDA include a gain of $13.1 million in connection with the
termination of the saw log agreement with TimberWest and a $7.2 million charge
for restructuring and severance costs in connection with the closure of the
Silvertree sawmill site. Overall liquidity improved in the quarter compared to
the second quarter following the termination of the saw log supply agreement for
cash proceeds of $15 million as well as cash generated by reducing inventories
and receivables as a result of the summer scheduled down time in the logging and
saw mill operations.
*********
WESTERN FOREST PRODUCTS
Western is an integrated Canadian forest products company and the second largest
coastal woodland operator in British Columbia. Principal activities conducted by
Western and its subsidiaries include timber harvesting, reforestation,
sawmilling logs into lumber and wood chips, value-added remanufacturing and
producing NBSK pulp. Over 95% of Western's logging is conducted on government
owned timberlands in British Columbia. All of Western's operations, employees
and corporate facilities are located in the coastal region of British Columbia
and its products are sold in over 25 countries worldwide.
CASCADIA FOREST PRODUCTS
Cascadia is a leading Canadian producer of high value, high quality wood
products harvested from sustainably managed forests in Coastal B.C. for
customers worldwide. The largest Crown tenure holder and one of the largest
lumber producers on the coast, Cascadia has an experienced workforce of over
2,000 and offices in Japan, Australia and China focused on producing
predominantly appearance and specialty applications for customers worldwide. The
company is wholly owned by Trilon Bancorp Inc., a wholly-owned subsidiary of
Brookfield Asset Management (formerly Brascan Corporation) (NYSE/TSX: BAM), a
global asset management company focused on property, power and infrastructure
assets.
ANALYST/INVESTOR CONFERENCE CALL
In respect of Remembrance Day on Friday, November 11, the conference call for
analysts and investors will take place on Tuesday, November 15, 2005 at 10:00 AM
Pacific Standard Time / 1:00 PM Eastern Standard Time together with the third
quarter results review. To participate in the call, please dial in on the
following numbers:
(416) 644-3431
(866) 249-5221
Conference Replay: (416) 640-1917 passcode 21163096
(877) 289-8525 passcode 21163096
FORWARD LOOKING STATEMENTS
This press release contains statements that are forward-looking in nature. Those
statements appear in a number of places herein and include statements regarding
the intent, belief or current expectations of Western, primarily with respect to
market and general economic conditions, future costs, expenditures, available
harvest levels and future operating performance of Western. Such statements may
be indicated by words such as "estimate", "expect", "anticipate", "plan",
"intend", "believe", "will", "should", "may" and similar words and phrases.
Readers are cautioned that any such forward-looking statements are not
guarantees and may involve known and unknown risks and uncertainties, and that
actual results may differ from those expressed or implied in the forward-looking
statements as a result of various factors, including general economic and
business conditions, product selling prices, raw material and operating costs,
changes in foreign-currency exchange rates, changes in government regulation,
fluctuations in demand and supply for Western's products, industry production
levels, the ability of Western to execute its business plan and misjudgments in
the course of preparing forward-looking statements. The information contained
under the "Risk Factors" section of Western's Annual Information Form and under
the "Risk Factors" section of Western's Form 20-F/A identifies important factors
that could cause such differences. All written and oral forward-looking
statements attributable to Western or persons acting on behalf of Western are
expressly qualified in their entirety by the foregoing cautionary statements.
Western does not expect to update forward-looking statements as conditions
change.
CONTACTS:
For further information, please contact:
REYNOLD HERT (250) 715-2207 PAUL IRELAND (250) 715-2209
PRESIDENT & CEO CFO
[GRAPHIC - WESTERN FOREST PRODUCTS LOGO]
WESTERN FOREST PRODUCTS INC.
435 Trunk Road
Duncan, British Columbia
Canada V9L 2P9
Telephone: 250 748 3711
Facsimile: 250 748 6045
WESTERN FOREST PRODUCTS INC.
FOR IMMEDIATE RELEASE TSX: WEF
WESTERN SELECTED FOR SOFTWOOD LUMBER ANTI-DUMPING REVIEW
November 23, 2005 -- Duncan, British Columbia. Western Forest Products Inc.
("Western" or the "Company") announced today that it has been selected as a
mandatory respondent in the antidumping duty administrative review of certain
softwood lumber products from Canada. Western was selected, along with seven
other companies, under the US Department of Commerce's new "probability
proportional to size" sampling methodology. The review covers the period from
May 1, 2004 to April 30, 2005. The Company is currently posting antidumping duty
deposits at the "all others" rate of 3.78% on the value of its lumber shipments
to the United States. Following the review, we will post antidumping duties at
the "company specific" rate determined for Western. The rates of the mandatory
respondents are averaged to determine the "all others" rate. We are not able to
determine the impact that this review may have on our antidumping duty deposit
rate, if any.
About Western:
Western is an integrated Canadian forest products company and the second largest
coastal woodland operator in British Columbia. Principal activities conducted by
Western and its subsidiaries include timber harvesting, reforestation,
sawmilling logs into lumber and wood chips, value-added remanufacturing and
producing NBSK pulp. Over 95% of Western's logging is conducted on government
owned timberlands in British Columbia. All of Western's operations, employees
and corporate facilities are located in the coastal region of British Columbia
and its products are sold in over 25 countries worldwide.
Forward Looking Statement
This press release contains statements that are forward-looking in nature. Those
statements appear in a number of places herein and include statements regarding
the intent, belief or current expectations of Western, primarily with respect to
market and general economic conditions, future costs, expenditures, available
harvest levels and future operating performance of Western. Such statements may
be indicated by words such as "estimate", "expect", "anticipate", "plan",
"intend", "believe", "will", "should", "may" and similar words and phrases.
Readers are cautioned that any such forward-looking statements are not
guarantees and may involve known and unknown risks and uncertainties, and that
actual results may differ from those expressed or implied in the forward-looking
statements as a result of various factors, including general economic and
business conditions, product selling prices, raw material and operating costs,
changes in foreign-currency exchange rates, changes in government regulation,
fluctuations in demand and supply for Western's products, industry production
levels, the ability of Western to execute its business plan and misjudgements in
the course of preparing forward-looking statements. The information contained
under the "Risk Factors" section of Western's Annual Information Form and under
the "Risk Factors" section of Western's Form 20-F/A identifies important factors
that could cause such differences. All written and oral forward-looking
statements attributable to Western or persons acting on behalf of Western are
expressly qualified in their entirety by the foregoing cautionary statements.
Western does not expect to update forward-looking statements as conditions
change.
FOR FURTHER INFORMATION CONTACT:
REYNOLD HERT 250 715 2207 PAUL IRELAND 250 715 2209