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Western Forest Products Completes Acquisition of Cascadia Forest Products
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Duncan, British Columbia, Canada, 01 May 2006 -- /PRNewswire/ -- Western Forest Products (TSX: WEF) today announced that it has completed its previously announced acquisition of Cascadia Forest Products Ltd. ("Cascadia") from a subsidiary of Brookfield Asset Management Inc. (NYSE/TSX:BAM), for consideration of approximately CAD 220 million, subject to a post-closing reduction for forestry liabilities which Western expects to be approximately CAD 13 million. Western received a notice to proceed with the transfer of Cascadia's Forest Act tenures to a Western subsidiary from the British Columbia Minister of Forests and Range on 29 April 2006.

Following the acquisition, Western, Cascadia, and certain subsidiaries will amalgamate under the Canada Business Corporations Act. The amalgamated company will continue to be known as Western Forest Products Inc.

Reynold Hert, president and CEO of Western, stated "Closing the acquisition of Cascadia is a significant milestone in executing our strategic plan of creating a coastal lumber producer capable of competing in the global softwood markets. We will now concentrate on achieving the estimated CAD 65 million in annual synergies identified as part of the transaction".

Financing for the acquisition was largely obtained by way of an offering of rights to acquire subscription receipts exchangeable for common shares upon the completion of the acquisition of Cascadia.

Pursuant to the rights offering, approximately 127.5 million subscription receipts were issued to rightholders for total proceeds of approximately CAD 210 million. Pursuant to a standby agreement, Tricap Management Limited ("Tricap") purchased the approximately 51.3 million subscription receipts not purchased by other rightholders for consideration of approximately CAD 85 million. As such, a total of approximately 178.8 million subscription receipts were issued for aggregate proceeds of CAD 295 million.

Since the exchange of subscription receipts would have resulted in Tricap owning or controlling 50% or more of Western's common shares, Western has exercised its option under the Subscription Receipts Agreement and the Standby Agreement with Tricap to permit the exchange of only that portion of the subscription receipts held by Tricap that would result in Tricap controlling 49% of the common shares. The balance of the subscription receipts held by Tricap will remain outstanding until Western has amended its articles to create a new class of non-voting shares.

As the acquisition of Cascadia has now closed, a total of 94,210,564 Subscription Receipts will be exchanged for Common Shares. These Common Shares will be issued and recorded on the register of Western's Common Shares effective today. Share certificates representing such Common Shares may be obtained by surrendering the applicable Subscription Receipt Certificate to Computershare Trust Company of Canada at its offices in Vancouver, Calgary, or Toronto, Canada, together with a duly completed and executed Surrender Form.

An additional 84,571,206 Subscription Receipts held by Tricap Management Limited will remain outstanding until Western has amended its articles to create a new class of non-voting shares. Provided this amendment is approved by Western's common shareholders, these Subscription Receipts will be exchanged for 84,571,206 non-voting shares.

Effective today, Western will have 119,842,359 Common Shares outstanding.

Western Forest Products

Western is an integrated Canadian forest products company. Principal activities conducted by Western and its subsidiaries include timber harvesting, reforestation, sawmilling logs into lumber and wood chips, and value-added remanufacturing. Substantially all of Western's logging is conducted on government-owned timberlands in British Columbia. All of Western's operations, employees, and corporate facilities are located in the coastal region of British Columbia and its products are sold in over 20 countries worldwide. With the closing of the Cascadia acquisition, Western is the largest Coastal British Columbia woodland operator and lumber producer with an annual allowable cut of approximately 7.7 million cubic meters of timber and lumber capacity in excess of 1.5 billion board feet from its nine sawmills.


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