Tolko Acquires Riverside Forest Products

On August 31, 2004, Tolko Industries Ltd. launched a take-over bid to purchase all the shares of Riverside Forest Products Ltd. not already owned by it at $29 per share in cash. Riverside responded by launching a thorough review of strategic alternatives to the Tolko bid, and appointing a special committee charged with overseeing the process.

On October 4, 2004, Riverside announced an agreement with International Forest Products Ltd. (Interfor) for its acquisition of Riverside at $39 per share in cash and stock, prompting Tolko to increase its offer to $40 per share in cash. Tolko’s increased offer, representing an equity value of approximately $377 million, was approved by the special committee and accepted by Riverside’s major shareholders. On November 9, 2004, Tolko announced that following the expiry of its bid, it owns approximately 99.74 per cent of Riverside’s outstanding shares.

Tolko was represented by Borden Ladner Gervais LLP in Vancouver with a team led by Bill Sirett and which included Warren Learmonth, Ian Webb and Kathleen Keilty (capital markets), Adam Fanaki and Jeff Thomas (competition), Robert Kopstein (tax), Gerry Ghikas, Q.C., and Craig Chiasson (litigation) and Don Bird (banking); and by Chris Morgan and Rob Normandeau of Skadden, Arps, Slate, Meagher & Flom LLP in Toronto for US matters. Its financial adviser was RBC Capital Markets.

Riverside was represented by Bull, Housser & Tupper with a team led by Marion Shaw that included Billy Garton, Greg Lewis, Joanna Cameron, Melanie Cheesman and Chris Horte (business) and Simon Margolis (litigation); by Neil Campbell, John Clifford, Bill Rowley, Q.C., and Omar Wakil of McMillan Binch LLP on competition law matters; and by Andrew Foley and Didier Malaquin of Paul, Weiss, Rifkind, Wharton & Garrison LLP, who provided US law advice. Riverside’s financial advisers were BMO Nesbitt Burns and Bear Stearns. Its special committee was advised by CIBC World Markets.

Riverside’s financial advisers were represented by Osler, Hoskin & Harcourt LLP with a team that included Stan Magidson, Tristram Mallett and Pierre Magnan. Riverside’s special committee was represented by Leon Getz, Q.C., of Getz Prince Wells.

Interfor was represented by McCarthy Tétrault LLP in Vancouver with a team that included Rich Balfour, Joyce Lee, Cathy Samuel and Erin Nicholas. Its financial adviser was National Bank Financial.