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Stella-Jones acquires Tangent Rail for US$165 million

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Stella-Jones Inc.

On April 1, 2010, Stella-Jones Inc. completed the acquisition of Tangent Rail Corporation, a provider of wood crosstie supply chain services to the railroad industry. The purchase price totalled approximately US$165 million, subject to post closing adjustments. Financing for the transaction has been secured through a CDN$80,050,000 private placement of subscription receipts, which successfully closed on March 15, 2010, as well as through the issuance to the Solidarity Fund QFL of a US$25,000,000 unsecured debenture, the increase of existing operating debt facilities and the addition of a US$40,000,000 term facility which successfully closed on March 24, 2010. Pursuant to the private placement, Stella-Jones issued 3,202,000 subscription receipts at a price of CDN$25.00 per subscription receipt. RBC Capital Markets led a syndicate of underwriters for a private placement of 2,402,000 subscription receipts while Stella Jones International S.A. and the Solidarity Fund QFL purchased, also on a private placement basis, 600,000 and 200,000 subscription receipts, respectively. The subscription receipts were exchanged into common shares on a one-for-one basis upon completion of the acquisition. Stella-Jones is a leading North American producer and marketer of industrial pressure treated wood products, specializing in the production of railway ties and timbers as well as wood poles supplied to electrical utilities and telecommunications companies. Fasken Martineau acted as Canadian counsel to Stella-Jones with a team that included Peter Villani and Jean Michel Lapierre (corporate/securities); Chloé Archambault, Thomas Meagher, Brent Lewis and Gary Rose (banking/financing); and Dan Law and Don Dalik (real estate/financing).



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