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Norbord and Ainsworth to merge in deal valued at over C$750 million

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Ainsworth Independent Committee

On December 8, 2014, Norbord Inc. (Norbord) and Ainsworth Lumber Co. Ltd. (Ainsworth) announced that they have signed a definitive agreement to merge. Under the terms of the agreement, Norbord will acquire all outstanding common shares of Ainsworth in an all-share transaction in which Ainsworth shareholders will receive 0.1321 of a Norbord share for each Ainsworth share, pursuant to a plan of arrangement under the Business Corporations Act (British Columbia). The transaction value represents a premium of 15% to Ainsworth’s 20-day volume weighted average price. The parties announced that the merger will create a leading global wood products company and the largest producer of oriented strand board (OSB), a type of wood panel used extensively in residential and industrial construction. Currently, Norbord has seven North American wood product mills in the U.S. southeast and Quebec and four mills in Europe. Ainsworth holds three mills in Western Canada and one mill in Ontario. Their combined sales are approximately US$1.63 billion annually. The combined companies expect to take advantage of an increase in U.S. home-building as well as Ainsworth's business lines geared to export to Asia. Brookfield and its affiliated entities, which control approximately 55% and 52% of the outstanding common shares of Ainsworth and Norbord respectively, have entered into a binding agreement in which they have committed to vote in favour of the transaction. Upon closing, the Brookfield will control approximately 53% of the outstanding common shares of the combined company. The transaction was negotiated by Independent Committees of the Boards of both Norbord and Ainsworth. Following receipt of fairness opinions and valuations from independent financial advisors, each Independent Committee unanimously recommended that its Board of Directors approve the definitive agreement governing the transaction, and recommend that their shareholders vote in favour of the transaction. Each Independent Committee was comprised of directors independent of Brookfield. The transaction requires the approval of two-thirds of the votes cast by securityholders of Ainsworth and a majority of the votes cast by shareholders of Norbord, as well as a majority of the votes cast by Ainsworth and Norbord shareholders (other than Brookfield and its affiliated entities) at separate special meetings of Ainsworth and Norbord. These special meetings are expected to take place in January 2015. The transaction is also subject to customary closing conditions, including court approval of the plan of arrangement. Fasken Martineau advised the Ainsworth Independent Committee, with a team that included William Orr, Aaron Atkinson and Brad Freelan.



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