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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Western Forest Products Inc. |
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(Translation of registrants name into English) | ||||
Canada | ||||
(Jurisdiction of incorporation or organization) | ||||
3rd Floor, 435 Trunk Road, Duncan, British Columbia V9L 2P9 | ||||
(Address of principal executive office) |
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: [x] Form 20-F [ ] Form 40-F | ||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] | ||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] | ||||
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: [ ] Yes [x] No | ||||
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
Western Forest Products Inc. | ||
Date: March 29, 2006 | By: |
Paul Ireland |
Name: | Paul Ireland | |
Title: | Chief Financial Officer | |
Exhibit No. | Description | |
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99.1 | March 8, 2006 news release | |
99.2 | March 9, 2006 news release | |
99.3 | March 10, 2006 news release | |
99.4 | March 17, 2006 news release | |
[WFP LOGO]
WESTERN FOREST PRODUCTS INC.
435 Trunk Road
Duncan, British Columbia
Canada V9L 2P9
Telephone: 250 748 3711
Facsimile: 250 748 6045
WESTERN FOREST PRODUCTS INC.
FOR IMMEDIATE RELEASE TSX: WEF
Western Forest Products Receives No Action Letter on Acquisition of Englewood Logging Division
March 8, 2006 Duncan, British Columbia. Western Forest Products Inc. (TSX:WEF) announced that it has received confirmation from the Canadian Competition Bureau in the form of a no action letter that the Competition Bureau does not intend to oppose Westerns proposed acquisition of the assets of Canfor Corporations Englewood Logging Division. The acquisition, announced on December 15, 2005, primarily comprises Tree Farm License 37 situated on Vancouver Island. The transaction is subject to further regulatory approval and is expected to close in March, 2006.
The Companys proposed acquisition of Cascadia Forest Products Ltd., announced November 10, 2005, is subject to continuing regulatory review including by the Canadian Competition Bureau.
*********
Western Forest Products
Western is an integrated Canadian forest products company and currently the second largest coastal
woodland operator in British Columbia. Principal activities conducted by Western and its
subsidiaries include timber harvesting, reforestation, sawmilling logs into lumber and wood chips,
and value-added remanufacturing. Over 95% of Westerns logging is conducted on government owned
timberlands in British Columbia. All of Westerns operations, employees and corporate facilities
are located in the coastal region of British Columbia and its products are sold in over 20
countries worldwide. Following the completion of Westerns previously announced acquisitions of
Cascadia Forest Products Ltd. and Tree Farm License 37, both of which are subject to regulatory
approval and expected to close in the first quarter of 2006, Western expects to be the largest
Coastal woodland operator and lumber producer with an AAC of approximately 7.7 million cubic meters
and lumber capacity in excess of 1.5 billion board feet. With the closure of Westerns Squamish
pulp mill on March 9, 2006, Western has now exited the pulp business.
Forward Looking Statements
This press release contains statements that are forward-looking in nature. Those statements appear
in a number of places herein and include statements regarding the intent, belief or current
expectations of Western, primarily with respect to market and general economic conditions, future
costs, expenditures, available harvest levels and future operating performance of Western. Such
statements may be indicated by words such as estimate, expect, anticipate, plan, intend,
believe, will, should, may and similar words and phrases. Readers are cautioned that any
such forward-looking statements are not guarantees and may involve known and unknown risks and
uncertainties, and that actual results may differ from those expressed or implied in the
forward-looking statements as a result of various factors, including general economic and business
conditions, product selling prices, raw material and operating costs, changes in foreign-currency
exchange rates, changes in government regulation, fluctuations in demand and supply for Westerns
products, industry production levels, the ability of Western to execute its business plan and
misjudgments in the course of preparing forward-looking statements. The information contained under
the Risk Factors section of Westerns Annual Information Form, under the Risk Factors section
of Westerns Form 20-F/A and under the Risk Factors section of the final prospectus identifies
important factors that could cause such differences. All written and oral forward-looking
statements attributable to Western or persons acting on behalf of Western are expressly qualified
in their entirety by the foregoing cautionary statements. Western does not expect to update
forward-looking statements as conditions change.
Contacts:
For further information, please contact:
Reynold Hert (250) 715-2207 President & CEO |
Paul Ireland (250) 715-2209 CFO |
|
[WFP LOGO]
WESTERN FOREST PRODUCTS INC.
435 Trunk Road
Duncan, British Columbia
Canada V9L 2P9
Telephone: 250 748 3711
Facsimile: 250 748 6045
WESTERN FOREST PRODUCTS INC.
FOR IMMEDIATE RELEASE TSX: WEF
WFP ANNOUNCES COMPLETION OF RIGHTS OFFERING
March 9, 2006 Duncan, British Columbia. Western Forest Products Inc. (TSX: WEF) today announced that it has completed its rights offering, which was announced on November 10, 2005. A total of approximately 127 million subscription receipts have been subscribed for by rightholders for proceeds of approximately $210 million. The subscription receipts will be issued on March 16, 2006.
At the time of closing of the previously announced acquisition of Cascadia Forest Products Inc. (Cascadia), each subscription receipt will be automatically exchanged for one Western common share. The acquisition of Cascadia is subject to regulatory review, including by the Canadian Competition Bureau, and is currently expected to close by the end of this month.
Pursuant to a standby purchase agreement with Western, Tricap Management Limited (Tricap) will subscribe for approximately 51 million common share subscription receipts not otherwise purchased by rightholders under the rights offering at a price of $1.65 per subscription receipt, which subscription is expected to close on March 16, 2006. As such, a total of approximately 179 million subscription receipts will have been issued as of March 16, 2006 for aggregate proceeds of $295 million.
If the exchange of subscription receipts would result in a holder or group of holders beneficially owning or controlling 50% or more of Westerns common shares, Western may, at its option, permit the exchange of that portion of the subscription receipts owned by such holder(s) that would result in such holder(s) beneficially owning or controlling 49% of the common shares. The balance of the subscription receipts held by such holder(s) will remain outstanding until Western has amended its articles to create a new class of non-voting shares. Provided this amendment is approved by Westerns common shareholders, the subscription receipts held by such holder(s) will be exchanged for non-voting shares.
Subscription funds will be refunded to investors if the Cascadia acquisition does not close by May 10, 2006, or if either the Cascadia acquisition agreement or the debt facilities arranged by Tricap are terminated.
The net proceeds from the rights offering will be used to fund the acquisition of Cascadia and to provide additional working capital.
THIS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE.
*********
Western Forest Products
Western is an integrated Canadian forest products company and currently the second largest coastal
woodland operator in British Columbia. Principal activities conducted by Western and its
subsidiaries include timber harvesting, reforestation, sawmilling logs into lumber and wood chips,
and value-added remanufacturing. Over 95% of Westerns logging is conducted on government owned
timberlands in British Columbia. All of Westerns operations, employees and corporate facilities
are located in the coastal region of British Columbia and its products are sold in over 20
countries worldwide. Following the completion of Westerns previously announced acquisitions of
Cascadia Forest Products Ltd. and Tree Farm License 37, both of which are subject to regulatory
approval and expected to close in the first quarter of 2006, Western expects to be the largest
Coastal woodland operator and lumber producer with an AAC of approximately 7.7 million cubic meters
and lumber capacity in excess of 1.5 billion board feet. With the closure of Westerns Squamish
pulp mill on March 9, 2006, Western has now exited the pulp business.
Cascadia Forest Products
Cascadia is a leading Canadian producer of high value, high quality wood products harvested from
sustainably managed forests in Coastal B.C. for customers worldwide. The largest Crown tenure
holder and one of the largest lumber producers on the coast, Cascadia has an experienced workforce
of approximately 2,000 and offices in Japan, Australia and China focused on producing predominantly
appearance and specialty applications for customers worldwide. The company is a wholly-owned
subsidiary of Brookfield Asset Management (NYSE/TSX:BAM), an asset management company focused on
property, power and infrastructure assets.
Forward Looking Statements
This press release contains statements that are forward-looking in nature. Those statements appear
in a number of places herein and include statements regarding the intent, belief or current
expectations of Western, primarily with respect to market and general economic conditions, future
costs, expenditures, available harvest levels and future operating performance of Western. Such
statements may be indicated by words such as estimate, expect, anticipate, plan, intend,
believe, will, should, may and similar words and phrases. Readers are cautioned that any
such forward-looking statements are not guarantees and may involve known and unknown risks and
uncertainties, and that actual results may differ from those expressed or implied in the
forward-looking statements as a result of various factors, including general economic and business
conditions, product selling prices, raw material and operating costs, changes in foreign-currency
exchange rates, changes in government regulation, fluctuations in demand and supply for Westerns
products, industry production levels, the ability of Western to execute its business plan and
misjudgments in the course of preparing forward-looking statements. The information contained under
the Risk Factors section of Westerns Annual Information Form, under the Risk Factors section
of Westerns Form 20-F/A and under the Risk Factors section of the prospectus identifies
important factors that could cause such differences. All written and oral forward-looking
statements attributable to Western or persons acting on behalf of Western are expressly qualified
in their entirety by the foregoing cautionary statements. Western does not expect to update
forward-looking statements as conditions change.
Contacts:
For further information, please contact:
Reynold Hert (250) 715-2207 President & CEO |
Paul Ireland (250) 715-2209 CFO |
|
[WFP LOGO]
WESTERN FOREST PRODUCTS INC.
435 Trunk Road
Duncan, British Columbia
Canada V9L 2P9
Telephone: 250 748 3711
Facsimile: 250 748 6045
WESTERN FOREST PRODUCTS INC.
FOR IMMEDIATE RELEASE TSX: WEF
Western Forest Products Redeems U.S. $221 million 15% Senior Secured Notes with New Term
Financing
March 10, 2006 Duncan, British Columbia. Western Forest Products Inc. (TSX: WEF) today announced that it has redeemed in full its US $221 million 15% Secured Bonds together with all outstanding interest. The redemption was funded from the proceeds of a secured term-loan arranged by Tricap Management Limited through its designated lender, Brookfield Bridge Lending Fund Inc. The loan consists of two term facilities, a four year US$187.5 million facility, and a one-year Cdn $90 million facility, which may be extended for a second year at the option of Western. The secured loan is non-amortizing and is pre-payable, in whole or in part, at any time.
*********
Western Forest Products
Western is an integrated Canadian forest products company and currently the second largest coastal
woodland operator in British Columbia. Principal activities conducted by Western and its
subsidiaries include timber harvesting, reforestation, sawmilling logs into lumber and wood chips,
and value-added remanufacturing. Over 95% of Westerns logging is conducted on government owned
timberlands in British Columbia. All of Westerns operations, employees and corporate facilities
are located in the coastal region of British Columbia and its products are sold in over 20
countries worldwide. Following the completion of Westerns previously announced acquisitions of
Cascadia Forest Products Ltd. and Tree Farm License 37, both of which are subject to regulatory
approval and expected to close in the first quarter of 2006, Western expects to be the largest
Coastal woodland operator and lumber producer with an AAC of approximately 7.7 million cubic meters
and lumber capacity in excess of 1.5 billion board feet. Additional information on the acquisition
of Cascadia Forest Products and the associated financing can be found in Westerns final prospectus
dated January 31, 2006. The closure of the Squamish pulp mill on March 9, 2006 also resulted in the
Company exiting the pulp business.
Forward Looking Statements
This press release contains statements that are forward-looking in nature. Those statements appear
in a number of places herein and include statements regarding the intent, belief or current
expectations of Western, primarily with respect to market and general economic conditions, future
costs, expenditures, available harvest levels and future operating performance of Western. Such
statements may be indicated by words such as estimate, expect, anticipate, plan, intend,
believe, will, should, may and similar words and phrases. Readers are cautioned that any
such forward-looking statements are not guarantees and may involve known and unknown risks and
uncertainties, and that actual results may differ from those expressed or implied in the
forward-looking statements as a result of various factors, including general economic and business
conditions, product selling prices, raw material and operating costs, changes in foreign-currency
exchange rates, changes in government regulation, fluctuations in demand and supply for Westerns
products, industry production levels, the ability of Western to execute its business plan and
misjudgments in the course of preparing forward-looking statements. The information contained under
the Risk Factors section of Westerns Annual Information Form and under the Risk Factors
section of Westerns Form 20-F/A identifies important factors that could cause such differences.
All written and oral forward-looking statements attributable to Western or persons acting on behalf
of Western are expressly qualified in their entirety by the foregoing cautionary statements.
Western does not expect to update forward-looking statements as conditions change.
Contacts:
For further information, please contact:
Reynold Hert (250) 715-2207 President & CEO |
Paul Ireland (250) 715-2209 CFO |
|
[WFP LOGO]
WESTERN FOREST PRODUCTS INC.
435 Trunk Road
Duncan, British Columbia
Canada V9L 2P9
Telephone: 250 748 3711
Facsimile: 250 748 6045
WESTERN FOREST PRODUCTS INC.
FOR IMMEDIATE RELEASE TSX: WEF
Western Forest Products Completes Acquisition of Englewood Logging Division and Enters
Long-Term Fibre Supply Agreement
March 17, 2006 Duncan, British Columbia. Western Forest Products Inc. (TSX: WEF) today announced that it has closed its previously announced acquisition of the Englewood Logging Division for $45 million plus closing adjustments of approximately $2.7 million. In a related transaction Western also executed a 40 year agreement to supply wood chips and pulp logs to a partnership of Canadian Forest Products Ltd. and Oji Paper Canada Ltd. (Partnership).
The Englewood Logging Division is located on northern Vancouver Island adjacent to Westerns main logging operations and comprises Tree Farm License 37 (TFL 37) which includes approximately 6,800 hectares of private lands. The acquisition also includes timber licenses, existing capital improvements and infrastructure, machinery, equipment and railway rolling stock. Western has assumed certain contracts and equipment leases and has offered employment to all of the approximately 270 employees currently involved in harvesting operations but has not assumed any other material pre-closing liabilities relating to the assets.
Commenting on the acquisition, Reynold Hert, President and Chief Executive Officer stated that The acquisition of TFL 37 represents an important milestone in the restructuring of the coastal forest industry and obtaining a secure source of logs for our lumber mills. With the transaction now closed we can begin to move forward and integrate TFL 37 with our own operations. Synergies in excess of $6 million annually are expected to be realized within about 48 months.
As consideration for entering into the long-term fibre supply agreement, Western will receive a price premium that will be earned as wood chips are delivered under the agreement. A $35 million non-refundable prepayment of the price premium was received today and the $45 million balance of the price premium will be set-off against the consideration due on the acquisition of the Englewood Logging Division.
*********
Western Forest Products
Western is an integrated Canadian forest products company and currently the second largest coastal
woodland operator in British Columbia. Principal activities conducted by Western and its
subsidiaries include timber harvesting, reforestation, sawmilling logs into lumber and wood chips,
and value-added remanufacturing. Over 95% of Westerns logging is conducted on government owned
timberlands in British Columbia. All of Westerns operations, employees and corporate facilities
are located in the coastal region of British Columbia and its products are sold in over 20
countries worldwide. Following the acquisition of Tree Farm License 37 and Westerns previously
announced acquisition of Cascadia Forest Products Ltd. which is subject to regulatory approval and
expected to close in the first quarter of 2006, Western expects to be the largest Coastal woodland
operator and lumber producer with an AAC of approximately 7.7 million cubic meters and lumber
capacity in excess of 1.5 billion board feet. The closure of the Squamish pulp mill on March 9,
2006 also resulted in the Company exiting the pulp business.
Forward Looking Statements and Information
This press release contains forward-looking statements and forward-looking information within the
meaning of applicable securities law. Those statements and information would include statements or
information regarding the intent, belief or current expectations of Western, primarily with respect
to market and general economic conditions, future costs, expenditures, available harvest levels and
future operating performance of Western. Such statements or information may be indicated by words
such as estimate, expect, anticipate, plan, intend, believe, will, should, may
and similar words and phrases. Readers are cautioned that any such forward-looking statements or
information are not guarantees and may involve known and unknown risks and uncertainties, and that
actual results may differ from those expressed or implied in the forward-looking statements or
information as a result of various factors, including general economic and business conditions,
product selling prices, raw material and operating costs, changes in foreign-currency exchange
rates, changes in government regulation, fluctuations in demand and supply for Westerns products,
industry production levels, the ability of Western to execute its business plan and misjudgments in
the course of preparing forward-looking statements or information. The information contained under
the Risk Factors section of Westerns Annual Information Form, under the Risk Factors section
of Westerns Form 20-F/A and under the Risk Factors section of the final prospectus dated January
31, 2006 identifies important factors that could cause such differences. All written and oral
forward-looking statements or information attributable to Western or persons acting on behalf of
Western are expressly qualified in their entirety by the foregoing cautionary statements. Western
does not expect to update forward-looking statements or information as conditions change.
Contacts:
For further information, please contact:
Reynold Hert (250) 715-2207 President & CEO |
Paul Ireland (250) 715-2209 CFO |
|