ENTERS AGREEMENT TO COMBINE WITH LOUISIANA-PACIFIC CORPORATION
International Barrier Technology Inc. (IBH.V) has entered into an agreement with Louisiana-Pacific Canada Ltd. and Louisiana-Pacific Corp. pursuant to which LP has agreed to acquire all of the issued and outstanding common shares of the company.
The transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (British Columbia). Pursuant to the arrangement, each issued and outstanding common share of the company will be transferred to LP in consideration for 41 U.S. cents per common share, for a total purchase price of $22-million (U.S.). Upon completion of the transaction, the company will become a wholly owned subsidiary of LP.
Michael Huddy, president and chief executive officer of the company, stated: "The board of directors considered the company's strategic options and determined that the transaction is an attractive opportunity for the company's shareholders. The transaction provides shareholders with cash liquidity and a price representing a significant premium to the last closing price and 30-day volume-weighted average price of the company's common shares."
Evans & Evans Inc. provided an opinion to the board of directors that, subject to the assumptions, limitations and qualifications set out in such opinion, the terms of the transaction are fair, from a financial point of view, to the shareholders of the company. Taking into account this opinion, the board of directors has determined that the arrangement is in the best interest of shareholders and recommends that its shareholders vote in favour of the arrangement.
The arrangement is subject to applicable shareholder, court and regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature. The arrangement is arm's length and will require approval of at least 66-2/3rds per cent of the votes cast by company shareholders at a special meeting of shareholders of the company. Information regarding the arrangement will be contained in an information circular to be prepared, filed and mailed in due course to company shareholders in connection with the special meeting. All shareholders are urged to read the information circular once it becomes available as it will contain additional important information concerning the arrangement.
Upon completion of the transaction, the company's shares will be delisted from the TSX Venture Exchange, and it is expected that LP will apply to cause the company to cease being a reporting issuer under applicable Canadian securities laws. Following closing of the transaction, the company will operate as part of LP's OSB business. LP will continue to honour the company's existing contracts and service its customers' needs. The company expects the transaction to close in early October, 2017.
About International Barrier Technology Inc.
International Barrier Technology develops, manufactures and markets proprietary fire-resistant building materials branded as LP FlameBlock fire-rated OSB sheathing and Blazeguard FR deck panel. The company's award-winning fire-resistant wood panels use a patented, non-toxic, non-combustible coating with an extraordinary capability: It releases water in the heat of fire. The panels exceed model building code requirements in every targeted fire test and application and are unique in combining properties that increase panel strength and minimize environmental and human impact. The company's family of products provides customers a premium material choice meeting an increasingly challenging combination of requirements in residential and commercial building construction.
About Louisiana-Pacific Corp.
Louisiana-Pacific is a manufacturer of quality engineered wood building materials, including OSB, structural framing products and exterior siding for use in residential, industrial and light commercial construction. From manufacturing facilities in the United States, Canada, Chile and Brazil, LP products are sold to builders and homeowners through building materials distributors and dealers and retail home centres. Founded in 1973, LP is headquartered in Nashville, Tenn., and trades on the New York Stock Exchange under LPX.