West Fraser acquires Weldwood

Date Closed: 12/31/2004

Value: $1.23 billion

On December 31, 2004, West Fraser Timber Co. Ltd. became North America’s third-largest lumber producer and Canada’s largest plywood producer with its acquisition of Weldwood of Canada Ltd. from International Paper Co. The cash purchase price for the acquisition was $1.23 billion, which was financed by a combination of the issuance of $275,044,000 in subscription receipts underwritten by a syndicate led by Scotia Capital Inc., $150 million of 4.94 per cent senior unsecured debentures underwritten by a syndicate led by TD Securities Inc., US$300 million of 5.2 per cent senior notes offered through a syndicate led by Citigroup Global Markets Inc. and Goldman, Sachs&Co., a partial utilization of $500 million in credit facilities provided by a banking syndicate led by the Toronto-Dominion Bank and cash on hand. The transaction included the negotiation and settlement of a consent agreement between West Fraser and Canada’s competition commissioner.

Scotia Capital Inc. and TD Securities Inc. were represented by BLG, with a team that included Neil de Gelder, Q.C., Fred Pletcher and Graeme Martindale (securities), Robert Owen (commercial), Bruce Sinclair and Elinore Richardson (tax), Christine Ferguson and Carleigh Whitman (corporate/commercial) and Craig Godsoe (environmental).