VANCOUVER, BC, February 17, 2022 /PRNewswire/ – West Fraser Timber Co. Ltd. (“West Fraser” or the “Company”) (TSX and NYSE: WFG) today announced that the Toronto Stock Exchange (“TSX”) has accepted notice from West Fraser to resume its normal course issuer bid (“OPRCN”). Under the Renewed Offer, West Fraser will have the right to purchase up to 10,194,000 common shares (“Shares”) of the Company, representing approximately 10% of the public float at February 14, 2022. OPNA will begin on February 23, 2022.
Purchases under the OPRCA may be made through the facilities of the TSX, New York Stock Exchange (“NYSE”) and alternative trading systems in Canada and or United States, if eligible. Purchases of shares under the issuer bid may be made on the TSX, at market price at the time of purchase in accordance with the rules and policies of the TSX, or on the NYSE in accordance with the rule 10b-18 under the United States Securities Exchange Act of 1934 (the “Exchange Act”). In addition, purchases may also be made over-the-counter or under a specific share repurchase program pursuant to an issuer bid exemption order issued by a securities regulatory authority, in which case the purchases will be made at a discount to the prevailing market price.
The rules and policies of the TSX contain restrictions on the number of shares that may be purchased under the issuer bid, based on average daily trading volumes on the TSX. Similarly, the conditions for exemption from the rule 10b-18 under the Exchange Act impose certain limits on the number of Shares that may be purchased on the NYSE each day. Due to restrictions, subject to certain exceptions for bulk purchases, the maximum number of shares that may be purchased per day during the TSX issuer bid is 129,169, based on 25% of volume average daily trading on the TSX for the prior period. six months (i.e. 516,676 shares on the TSX). Subject to certain exceptions for bulk purchases, the maximum number of Shares that may be purchased per day on the NYSE is 25% of the average daily trading volume on the NYSE for the four calendar weeks preceding the date of purchase. Subject to regulatory requirements, the actual number of shares purchased and the timing of such purchases, if any, will be determined by West Fraser taking into account future price movements and other factors. All shares purchased by West Fraser pursuant to the issuer bid will be cancelled.
The OPRC will end on February 22, 2023 or earlier if the maximum number of Shares authorized for redemption under the OPRA has been purchased. West Fraser reserves the right to terminate the NCIB earlier if it deems it appropriate.
West Fraser plans to enter into an automatic purchase plan with a broker that will allow West Fraser to provide standard instructions and purchase shares on the open market during self-imposed blackout periods. Outside of these blackout periods, Shares may be purchased at the discretion of management.
West Fraser’s prior issuer bid to purchase up to 9,582,470 shares expired on February 16, 2022. In total, West Fraser purchased a total of 7,340,311 shares at a weighted average price of $75.07 per share, excluding brokerage fees, all purchases of which were made on the open market.
About West Fraser
West Fraser is a diversified wood products company with more than 60 facilities in Canada, United Statesthe UKand Europe. From responsibly and sustainably managed forest resources, the Company produces lumber, engineered wood products (OSB, LVL, MDF, plywood and particleboard), pulp, newsprint, wood chips, other residues and renewable energy. West Fraser products are used in construction, home repair and remodeling, industrial applications, papers, fabrics and box materials.
This press release contains forward-looking information or statements (collectively, “forward-looking statements”) within the meaning of applicable securities laws, including future purchases of shares of West Fraser under the Offer issuer bid, including pursuant to private agreements or a specific agreement share repurchase program pursuant to an issuer bid exemption order issued by the relevant securities regulatory authorities, and the redemption of capital to West Fraser shareholders. All of these forward-looking statements are based on information currently available to us and are based on assumptions and analyzes we have made in light of our experience and our perception of historical trends and current conditions. Readers should also refer to the risk factors set forth in the Company’s Annual Information Form and MD&A for the year ended December 31, 2021each dated February 15, 2022, available on SEDAR (www.sedar.com) and EDGAR (www.sec.gov/edgar.shtml). There can be no assurance that the plans, intentions or expectations on which the forward-looking statements are based will occur. Actual results may differ, and the difference may be material and adverse to the Company and its shareholders.
SOURCEWest Fraser Timber Co. Ltd.