Vancouver, British Columbia, Canada, 29 June 2011 – TimberWest Forest Corporation (TSX: TWF.UN) announced today the completion of the plan of arrangement under which British Columbia Investment Management Corporation (bcIMC) and the Public Sector Pension Investment Board indirectly acquired all of TimberWest’s outstanding stapled units at a price of CAD 6.16 in cash per stapled unit.
With the completion of the transaction, TimberWest’s stapled units will be delisted from the Toronto Stock Exchange (TSX) following the close of trading on 29 June 2011 (the effective date).
Following the completion of the transaction, affiliates of bcIMC (the bcIMC debenture holders) who hold unlisted 9% convertible debentures of the company intend to exercise their rights to exchange certain bcIMC debentures into the company’s TSX-listed 9% convertible debentures (TSX: TWF.DB). As a result of the debenture exchange, it is expected that the bcIMC debenture holders will hold more than two-thirds of the outstanding principal amount of the listed debentures.
Following the debenture exchange, the indenture governing the listed debentures (the trust indenture) is expected to be amended by an extraordinary resolution approved in writing by holders of not less than two-thirds of the outstanding principal amount of the listed debentures. The amendment would, in part, provide the company with the right to redeem all of the listed debentures that are outstanding and not converted before the effective date for cash in an amount equal to the amount the holder would have been entitled to receive as a result of the transaction if, on the effective date, such holder had been the holder of the number of stapled units to which the debenture holder was entitled immediately before the effective date upon conversion of the principal amount of and accrued and unpaid interest on the debentures (the redemption right).
Accordingly, upon exercise of the redemption right, each CAD 100 in principal amount of listed debentures (or interest thereon) will be redeemed for approximately CAD 188.53, reflecting the product of (i) the number of stapled units into which such principal or interest amount is convertible, based on the current conversion price of CAD 3.26746239 per stapled unit, multiplied by (ii) the cash consideration payable under the transaction of CAD 6.16 per stapled unit.
The company will exercise the redemption right in respect of all of the listed debentures that were outstanding and not converted before the effective date and will complete the redemption of such listed debentures on 11 July 2011 (the redemption date). Following the redemption date, holders of redeemed listed debentures will have no further rights or entitlements under the listed debentures or the trust indenture other than to receive the redemption price described above. Before the redemption date, the company will deposit with Valiant Trust Company, the trustee under the trust indenture, funds sufficient to pay the total redemption amount payable to holders of redeemed listed debentures.
The company will mail on 30 June 2011 a redemption notice to registered holders of listed debentures. In accordance with the amended trust indenture, registered holders of listed debentures will be required to deliver their listed debentures, duly endorsed for transfer, to Valiant no later than 21 July 2011.
The company intends to delist the listed debentures from the TSX as soon as possible following the redemption date.
Copies of the company’s redemption notice and the related amendment to the trust indenture will be filed on SEDAR and available under the company’s profile at www.sedar.com as well as on the company’s Web site at www.timberwest.com.
TimberWest is uniquely positioned as western Canada’s largest private timber and land management company. The company owns in fee simple approximately 327,000 hectares or 808,000 acres of private land and is in the business of selling timber products and real estate.
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