Canfor Acquires Slocan

Canfor Corp. acquired, on April 1, 2004, Slocan Forest Products Ltd. in a transaction valued at approximately $900 million, including assumed debt of approximately $200 million. The transaction was completed by way of court-approved plan of arrangement under which Canfor acquired all of the issued and outstanding shares of Slocan in exchange for the issuance of 1.3147 Canfor shares for each Slocan share, representing the issuance of an aggregate of approximately 49.3 million Canfor shares.

In connection with the acquisition, Canfor arranged an aggregate of US$235 million of senior notes through Prudential Investment Management Inc. and John Hancock Life Insurance Co. Following completion of the acquisition, Slocan was amalgamated with Canfor’s operating subsidiary Canadian Forest Products Ltd., the financing was drawn down and Slocan’s assumed debt was repaid.

The transaction was subject to significant review under the Competition Act, culminating in the registration of a consent agreement allowing Canfor to complete the acquisition subject to certain conditions, including the divestiture of its sawmill located in Fort St. James and associated forest tenures.

Canfor was represented by David Calabrigo, vice-president and general counsel; by Lawson Lundell, with a team that included William Dickson, David Allard, John Lundell, Q.C., Benjamin Slager, Ryan Osing and Shaun Connery (corporate, securities and forestry), Valerie Mann (competition), Paul Bradley (financing and banking), Clifford Proudfoot (aboriginal and forestry matters) and Reinhold Krahn (tax); and by Kaye Scholer LLP, who provided US competition and securities advice with a team that included Claudia Higgins, Joel Greenberg and Peter Danias. RBC Capital Markets advised Canfor on the acquisition.

Slocan was represented by Stikeman Elliott LLP, with a team that included Jonathan Drance, John Anderson and Phil Griffin (corporate/securities), assisted by Susan Hutton and Vicky Eatrides (competition), David Brown (aboriginal matters), Hein Poulus, Q.C., and Eleni Kassaris (litigation) and Dean Kraus (tax); and by Shearman & Sterling LLP, who provided US and competition advice with a team that included Steven Sherman, Michael Coleman, Paul Strecker and John Seward. BMO Nesbitt Burns assisted Slocan on the acquisition.