West Fraser Acquires Weldwood

On December 31, 2004, West Fraser Timber Co. Ltd. became North America’s third-largest lumber producer and Canada’s largest plywood producer with its acquisition of Weldwood of Canada Ltd. from International Paper Co. The cash purchase price for the acquisition was $1.23 billion, which was financed by a combination of the issuance of $275,044,000 in subscription receipts underwritten by a syndicate led by Scotia Capital Inc., $150 million of 4.94 per cent senior unsecured debentures underwritten by a syndicate led by TD Securities Inc., US$300 million of 5.2 per cent senior notes offered through a syndicate led by Citigroup Global Markets Inc. and Goldman, Sachs & Co., a partial utilization of $500 million in credit facilities provided by a banking syndicate led by the Toronto-Dominion Bank and cash on hand. The transaction included the negotiation and settlement of a consent agreement between West Fraser and Canada’s competition commissioner.

West Fraser was represented by Lang Michener LLP, with a team led by Larry Hughes and Stephen Wortley (financing), which included Charlotte Morganti, Philippe Tardif, Cory Kent, Barbara Collins and Evie Sheppard (securities), François Tougas, James Musgrove and Sandra Knowler (competition and antitrust), Peter Botz and Kalle Soomer, Q.C., (tax), David Ross and Graham Matthews (banking and finance), Steve Mathiesen, Rubina Jamal and Chris Lee (corporate) and Larry Nelson (forestry matters); and by Gibson, Dunn & Crutcher LLP, who provided US competition and securities advice, with a team that included Daniel Plaine, Stephanie Tsacoumis, Gregory Gerdes, John Herfort, John Hess, Jr., David Lee, Brian Lane, Gracia Berg, Sydney Smith, William Wargo and Arthur Pasternak. George Addy of Davies Ward Phillips & Vineberg LLP, a former competition commissioner, also acted as special counsel to West Fraser in respect of Canadian competition matters.

International Paper’s legal team was led by Barbara Smithers, vice-president and chief counsel – transactions, and Len Ciriello, senior counsel – transactions. Blake, Cassels & Graydon LLP assisted, with a team led by Gail Lilley that included Kim Harle, Michael Raven, Brenda Mothersill and Delaney Fisher (corporate), Cal Goldman, a former competition commissioner, Rob Kwinter and Navin Joneja (competition), Paul Tamaki and Kevin Zimka (tax), Pam Hughes and Erica Young (securities), Jeremy Forgie (pensions and benefits), Jonathan Kahn (environmental) and Derek Rogers (labour and employment).

Scotia Capital Inc. and TD Securities Inc. were represented by Borden Ladner Gervais LLP, with a team that included Neil de Gelder, Q.C., Fred Pletcher and Graeme Martindale (securities), Robert Owen (commercial), Bruce Sinclair and Elinore Richardson (tax), Christine Ferguson and Carleigh Whitman (corporate/commercial) and Craig Godsoe (environmental).

Citigroup Global Markets Inc. and Goldman, Sachs & Co. were represented by Shearman & Sterling LLP’s Christopher Cummings, David Wilson and Tania GarciaEaton.

The Toronto-Dominion Bank was represented by Farris, with a team led by Herbert Dodd and including Maria McKenzie and Trevor Scott.

The competition commissioner was represented by Duane Schippers of the Department of Justice and Melanie Aitken at Bennett Jones LLP.