Vancouver, British Columbia, Canada 08 May 2014 -- Ainsworth Lumber Co. Ltd. (TSX: ANS) (“Ainsworth”) today provided an update regarding the previously announced agreement with Louisiana-Pacific Corporation (NYSE: LPX) (“LP”) pursuant to which LP would acquire all of the outstanding common shares of Ainsworth.
On September 4, 2013, Ainsworth entered into an Arrangement Agreement (the “Arrangement Agreement”) with LP providing an arrangement under British Columbia law whereby a wholly owned subsidiary of LP would acquire all of the outstanding shares of Ainsworth on the terms and subject to the conditions set forth therein (the “Transaction”).
Since entering into the Arrangement Agreement, LP and Ainsworth have been in regular contact with the United States Department of Justice (“DOJ”) and the Canadian Competition Bureau (“CCB”) with respect to antitrust and competition matters and, in an effort to persuade them that the Transaction should be permitted to proceed, LP and Ainsworth have provided the CCB and DOJ with significant amounts of information and analysis and met with them on multiple occasions. As of the date of this news release, the CCB and DOJ have indicated that they are unwilling to permit the Transaction to be completed in the absence of divestitures that would go beyond those contemplated in the Arrangement Agreement. Because of their indicated positions, it may require LP and Ainsworth prevailing in litigation to complete the Transaction under the current terms of the Arrangement Agreement. Although LP and Ainsworth continue to explore possible solutions and alternatives, Ainsworth is currently unable to determine whether, when or the terms upon which a transaction may be completed. To complete a transaction, it may be necessary to make one or more divestitures of existing operations of LP and/or Ainsworth, to make changes to the Arrangement Agreement and/or to engage in litigation with the CCB and/or DOJ.
Cautionary Statement Regarding Forward-Looking Information
Forward-looking information provided in this news release relating to Ainsworth’s expectations regarding the completion of the Transaction and Ainsworth’s future prospects and financial position are forward-looking information pursuant to National Instrument 51-102 promulgated by the Canadian Securities Administrators. Ainsworth believes that expectations reflected in such information are reasonable, but no assurance is given that such expectations will be correct. Forward-looking information is based on Ainsworth’s beliefs and assumptions based on information available at the time the assumptions were made and on its management’s experience and perceptions of historical trends, current conditions and expected further developments as well as other factors deemed appropriate in the circumstances. Investors are cautioned that there are risks and uncertainties related to such forward-looking information (including the satisfaction of closing conditions for the Transaction) and actual results may vary. Important factors that could cause actual results to differ materially from those expressed or implied by such forward looking information include, without limitation, factors detailed from time to time in Ainsworth’s periodic reports filed with the Canadian Securities Administrators or other regulatory authorities. The forward-looking information is made as of the date of this news release and Ainsworth does not assume any obligation to update or revise such information to reflect new events or circumstances, except as explicitly required by applicable securities laws.
Ainsworth Lumber Co. Ltd. is a leading manufacturer and marketer of oriented strand board (“OSB”) with a focus on value-added specialty products for markets in North America and Asia. Ainsworth’s four OSB manufacturing facilities, located in Alberta, British Columbia and Ontario, have a combined annual capacity of 2.5 billion square feet (3/8-inch basis). Ainsworth is a publicly traded company listed on the Toronto Stock Exchange under the symbol ANS. For more information, visit www.ainsworthengineered.com.