お知らせ • Mar 17
Canfor Corporation (TSX:CFP) completed the acquisition of remaining 45.20% stake in Canfor Pulp Products Inc. (TSX:CFX).
Canfor Corporation (TSX:CFP) entered into an arrangement agreement to acquire remaining 45.20% stake in Canfor Pulp Products Inc. (TSX:CFX) for CAD 14.7 million on December 3, 2025. Under the terms of the Arrangement Agreement, the shareholders of Canfor Pulp (“Canfor Pulp Shareholders”), other than Canfor Corp and its affiliates, will have the option to receive, for each Canfor Pulp Share held: 0.0425 of a common share of Canfor Corp (each, a “Canfor Corp Share”) (the “Share Consideration”), or CAD 0.50 in cash (the “Cash Consideration” and together with the Share Consideration, the “Consideration”). The formal valuation of Stifel Nicolaus Canada Inc. (“Stifel”), as independent financial advisor and independent valuator to the Canfor Pulp Special Committee (as defined below), provides that in Stifel's opinion, as at December 3, 2025, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the fair market value of the Canfor Pulp Shares is in the range of CAD 0.08 – CAD 0.52 per Canfor Pulp Share. The Arrangement Agreement includes a go-shop period extending until January 19, 2026, during which Canfor Pulp will be permitted to actively solicit, evaluate and enter into negotiations with third parties that express an interest in acquiring Canfor Pulp. If Canfor Pulp terminates the Arrangement Agreement to accept a Superior Proposal, a CAD 0.5 termination fee is payable by Canfor Pulp to Canfor Corp. In connection with the evaluation of the Transaction, the Canfor Pulp Board formed a special committee of independent directors (the “Canfor Pulp Special Committee”), with independence determined in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Canfor Corp Board also formed a special committee of independent directors. The Transaction will be carried out by way of a statutory plan of arrangement under Section 288 of the BCBCA and must be approved by the Supreme Court of British Columbia and by: (i) at least two-thirds of the votes cast by Canfor Pulp Shareholders at a special meeting of Canfor Pulp Shareholders (the “Meeting”) to approve the Transaction; and (ii) a simple majority of votes cast by Canfor Pulp Shareholders at the Meeting, excluding any votes of Canfor Corp and its affiliates and any other Canfor Pulp Shareholders whose votes are required to be excluded in accordance with MI 61-101. Upon completion of the Transaction, it is anticipated that the Canfor Pulp Shares will be delisted from the TSX and an application will be made for Canfor Pulp to cease to be a reporting issuer. On January 28, 2026, the Supreme Court of British Columbia granted an interim order in respect of the Arrangement, authorizing the calling and holding of the Company Meeting and certain other matters related to the Company Meeting.
The transaction is expected to close in the first quarter of 2026, subject to the satisfaction or waiver of customary closing conditions, including the receipt of all applicable shareholder, court and regulatory approvals, including the approval of the TSX. Upon the recommendation of the Canfor Pulp Special Committee, and after receiving financial and legal advice, the Canfor Pulp Board approved the arrangement agreement. It is anticipated that the Meeting to consider the Transaction will be held in the first quarter of 2026. The Go-Shop Period expired on January 19, 2026. Canfor Pulp did not receive any acquisition Proposals and it is anticipated that the special meeting of Canfor Pulp Shareholders will be held in the first quarter of 2026. As of March 6, 2026, the transaction has been approved by the shareholders of Canfor Pulp Products Inc. Assuming that all remaining approvals are obtained and all other remaining conditions precedent to the completion of the Arrangement are satisfied or waived, the Canfor Pulp Products Inc. anticipates that the Arrangement will be completed on or about March 17, 2026, following which it is expected that the Common Shares will be delisted from the Toronto Stock Exchange.
In connection with the Transaction, Stifel is acting as independent financial advisor and independent valuator to the Canfor Pulp Special Committee and Trevor Scott of Osler, Hoskin & Harcourt LLP is acting as legal counsel to the Canfor Pulp Special Committee. BMO Capital Markets and David A. Allard of Lawson Lundell LLP are acting as financial advisor and legal counsel, respectively, to Canfor Corp.
Canfor Corporation (TSX:CFP) completed the acquisition of remaining 45.20% stake in Canfor Pulp Products Inc. (TSX:CFX) on March 17, 2026. Canfor Corp paid aggregate consideration to former shareholders consisting of CAD 3,996,572 in cash and 912,217 Canfor Corp Shares. In connection with the closing of the arrangement, the Canfor Pulp Shares are expected to be delisted from the Toronto Stock Exchange as of the close of market on March 18, 2026, and Canfor Corp intends to cause Canfor Pulp to apply for an order to cease to be a reporting issuer under applicable Canadian securities laws.
