Norbord and Ainsworth Shareholders approve proposed merger
Norbord Inc. and Ainsworth Lumber Co. Ltd. announced that at special meetings held by each company, Norbord shareholders and Ainsworth shareholders and optionholders approved the previously announced proposed combination of Norbord and Ainsworth by way of a plan of arrangement. The transaction was approved by approximately 99.46% of the votes cast by all of the Norbord shareholders eligible to vote at the Norbord meeting and approximately 98.45% of the votes cast by minority shareholders of Norbord. The transaction was approved by approximately 99.99% of the votes cast by all of the Ainsworth shareholders and optionholders eligible to vote at the Ainsworth meeting and approximately 99.98% of the votes cast by minority shareholders of Ainsworth.
The transaction remains subject to customary conditions to closing, including approval of the plan of arrangement by the Supreme Court of British Columbia. Subject to receipt of court approval and the satisfaction or waiver of all closing conditions, the transaction is expected to close by the end of the first quarter of 2015.
Norbord and Ainsworth t also provided the following general update in connection with the transaction. While the transaction is not reportable under the U.S. Hart-Scott-Rodino Antitrust Improvement Act of 1976 or the Canadian Competition Act because Norbord and Ainsworth share a common controlling shareholder, the U.S. Department of Justice has requested information about the transaction and the companies, as it is entitled to do. Norbord and Ainsworth are providing the DOJ with the information it has requested and are working proactively with the DOJ to ensure an expedited review process. Norbord and Ainsworth are confident this review will have a satisfactory outcome and that it will not impact the companies’ ability to close the transaction by the end of the first quarter of 2015.