Tolko acquires Riverside Forest Products

Date Closed: 8/31/2004

Value: C$310 million

On August 31, 2004, Tolko Industries Ltd. launched a take-over bid to purchase all the shares of Riverside Forest Products Ltd. not already owned by it at $29 per share in cash. Riverside responded by launching a thorough review of strategic alternatives to the Tolko bid, and appointing a special committee charged with overseeing the process. On October 4, 2004, Riverside announced an agreement with International Forest Products Ltd. (Interfor) for its acquisition of Riverside at $39 per share in cash and stock, prompting Tolko to increase its offer to $40 per share in cash. Tolko’s increased offer, representing an equity value of approximately $377 million, was approved by the special committee and accepted by Riverside’s major shareholders. On November 9, 2004, Tolko announced that following the expiry of its bid, it owns approximately 99.74 per cent of Riverside’s outstanding shares.

Tolko was represented by BLG in Vancouver with a team led by Bill Sirett and which included Warren Learmonth, Ian Webb and Kathleen Keilty (capital markets), Adam Fanaki and Jeff Thomas (competition), Robert Kopstein (tax), Gerry Ghikas, Q.C., and Craig Chiasson (litigation) and Don Bird (banking).