CanWel Building Materials Group Ltd. and Jemi Fibre Corp. are pleased to announce the completion of the acquisition of Jemi Fibre by CanWel by way of a court-approved plan of arrangement under BC’s Business Corporations Act.
Amar Doman, Chairman and CEO of CanWel, commented “We are pleased to have successfully completed the acquisition of Jemi Fibre and look forward to integrating the team and operations onto our platform, and continuing the growth trajectory of the business. I would like to personally welcome Mike Jenks and the entire Jemi Fibre team to CanWel”.
Founded in 1989, CanWel is headquartered in Vancouver, British Columbia and trades on the Toronto Stock Exchange under the symbol CWX and is one of Canada’s largest national distributors in the building materials and related products sector. CanWel operates multiple treating plant and planning facilities in Canada and the United States, and operates distribution centres coast to coast in all major cities and strategic locations across Canada and near San Francisco and Los Angeles, California. CanWel distributes a wide range of building materials, lumber and renovation products.
Mike Jenks added “We are extremely pleased to be joining the CanWel organization to establish a more stable operating platform. Joining CanWel allows us to be part of a larger entity with deep and effective sales and distribution channels, operating expertise and a strong balance sheet. We have worked hard building a highly strategic, valuable and integrated collection of assets, and look forward to continuing our company’s vision as part of CanWel.”
Jemi Fibre is a vertically-integrated forest products company that operates primarily in the East Kootenay’s and Saskatchewan. Jemi Fibre owns approximately 136,000 acres of private timberlands, strategic crown licenses and tenures, log harvesting and trucking operations, several post and pole peeling facilities, two pressure-treated specialty wood production plants, and one specialty saw mill.
Pursuant to the Arrangement, CanWel acquired ownership of 78,748,593 common shares of Jemi Fibre, being 100% of the issued and outstanding Jemi Shares, in exchange for the issuance of an aggregate of 2,529,405 common shares of CanWel, representing an exchange ratio of 31.13 Jemi Shares for one CanWel Share. The consideration received by shareholders of Jemi Fibre represents $0.167 per Jemi Share, based on the closing price of the CanWel Shares on the TSX on May 12, 2016, the day prior to the completion of the Arrangement. As a result of the Arrangement, Jemi Fibre is now a wholly-owned subsidiary of CanWel. The Jemi Shares are expected to be delisted from the TSX Venture Exchange in due course and CanWel intends to apply for Jemi Fibre to cease to be a reporting issuer.
In connection with the completion of the Arrangement, the net proceeds of CanWel’s previously announced private placement were released from escrow to CanWel. The Private Placement was comprised of 6,100,750 subscription receipts issued at a price of $4.10 per Subscription Receipt and had previously closed on March 30, 2016. In accordance with the terms of the Subscription Receipts, each Subscription Receipt has been automatically exchanged for one CanWel Share . The CanWel Shares issued in exchange for the Subscription Receipts have been listed on the Toronto Stock Exchange.
Also in connection with the Arrangement, CanWel’s senior lenders have provided $26 million in additional financing under the existing credit facility with CanWel, secured by certain assets of Jemi Fibre and CanWel. The net proceeds of the Private Placement and Debt Financing were used to partially refinance Jemi Fibre’s senior indebtedness and to provide for transaction costs and working capital.