Canfor Pulp Products Inc. announced the expiration of the go-shop period provided for in the previously announced arrangement agreement dated December 3, 2025 between Canfor Pulp and Canfor Corporation (“Canfor Corp”), pursuant to which Canfor Corp will acquire all of Canfor Pulp’s issued and outstanding common shares (each, a not already owned by Canfor Corp and its affiliates pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the “Transaction”).
Under the terms of the Arrangement Agreement, each shareholder of Canfor Pulp, other than Canfor Corp and its affiliates, will have the option to receive, for all Canfor Pulp Shares held by such Canfor Pulp Shareholder: 0.0425 of a common share of Canfor Corp per Canfor Pulp Share held, or $0.50 in cash per Canfor Pulp Share held. Canfor Corp currently owns approximately 54.8% of the issued and outstanding Canfor Pulp Shares.
During the Go-Shop Period, Canfor Pulp was permitted to actively solicit, evaluate and enter into negotiations with third parties that expressed an interest in acquiring Canfor Pulp. Stifel Nicolaus Canada Inc., Canfor Pulp’s financial advisor, contacted 15 potential buyers. The Go-Shop Period expired on January 19, 2026. Canfor Pulp did not receive any Acquisition Proposals (as defined in the Arrangement Agreement) during the Go-Shop Period.
Following the expiry of the Go-Shop Period, Canfor Pulp is subject to customary non-solicitation covenants with “fiduciary out” provisions.
If Canfor Pulp terminates the Arrangement Agreement to accept a Superior Proposal (as defined in the Arrangement Agreement), a $500,000 termination fee is payable by Canfor Pulp to Canfor Corp. Canfor Corp does not have the right to match a Superior Proposal made by a third party. In the event a Superior Proposal is identified, Canfor
Corp has agreed to use its commercially reasonable efforts, in good faith, to negotiate and enter into a customary voting support agreement with the acquirer with respect to such Superior Proposal (provided the special committee established by the board of directors of Canfor Corp (the “Canfor Corp Board”) and the Canfor Corp Board have determined, such Superior Proposal is in the best interests of Canfor Corp).
Completion of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including the receipt of all applicable shareholder, court and regulatory approvals, including the approval of the Toronto Stock Exchange (“TSX”). It is anticipated that the special meeting of Canfor Pulp Shareholders to consider the Transaction will be held in the first quarter of 2026 (the “Meeting”).
About Canfor Pulp
Canfor Pulp is a leading global supplier of pulp and paper products with operations in the northern interior of British Columbia.
