Canfor Pulp announces expiration of "Go-Shop" Period with no alternative acquisition proposal received

VANCOUVER, BC, Jan. 20, 2026 /CNW/ - Canfor Pulp Products Inc. (TSX: CFX) ("Canfor Pulp") announced today the expiration of the go-shop period (the "Go-Shop Period") provided for in the previously announced arrangement agreement dated December 3, 2025 (the "Arrangement Agreement") 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 "Canfor Pulp Share") 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 (collectively, "Canfor Pulp Shareholders"), 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").

Further information regarding the Meeting and Transaction will be included in the management information circular (the "Circular") to be sent to the Canfor Pulp Shareholders at least 21 days in advance of the Meeting. The Circular and certain related documents will be filed with the Canadian securities regulators and will be available under Canfor Pulp's profile on SEDAR+ at www.sedarplus.ca.

About Canfor Pulp.

Canfor Pulp is a leading global supplier of pulp and paper products with operations in the northern interior of British Columbia. Canfor Pulp operates two mills in Prince George, British Columbia, with a total capacity of 780,000 tonnes of Premium Reinforcing Northern Bleached Softwood Kraft pulp (including 300,000 tonnes of annual production capacity that, effective August 2024, has been indefinitely curtailed) and 140,000 tonnes of kraft paper. Canfor Pulp Shares are traded on the TSX under the symbol CFX. For more information visit canfor.com.

Forward-looking statements.

Certain statements in this press release constitute "forward-looking statements" which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. These forward-looking statements include, among others, statements relating to the required court, regulatory, shareholder and other approvals, the satisfaction or waiver of closing conditions for the Transaction, the mailing and contents of the Circular and the timing thereof, the anticipated date of the Meeting, and the anticipated timing of the closing of the Transaction. Words such as "expects", "anticipates", "projects", "intends", "plans", "will", "believes", "seeks", "estimates", "should", "may", "could", and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are based on current expectations and beliefs and actual events or results may differ materially.

Although Canfor Pulp believes that the forward-looking statements in this news release are based on information and assumptions that are current, reasonable and complete, these statements are by their nature subject to a number of factors that could cause actual results to differ materially from the expectations of the management of Canfor Pulp, respectively, and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond Canfor Pulp's control and the effects of which can be difficult to predict: the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required court, shareholder and regulatory approvals and other conditions of closing necessary to complete the Transaction or for other reasons; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; risks relating to Canfor Pulp's ability to retain and attract key personnel during the interim period; the possibility of litigation relating to the Transaction; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Transaction, including changes in economic conditions, interest rates, commodity prices, tariffs, duties and import taxes; risks and uncertainties relating to information management, technology, supply chain, product safety, changes in law, competition, seasonality, commodity price and business; and other risks inherent to Canfor Pulp's business and/or factors beyond its control which could have a material adverse effect on Canfor Pulp or the ability to consummate the Transaction. With respect to the forward-looking statements contained in this news release, Canfor Pulp has made numerous assumptions regarding, among other things, the ability of Canfor Corp and Canfor Pulp to satisfy all of the closing conditions to complete the Transaction and the non-occurrence of the risks and uncertainties that are described in the public filings of Canfor Pulp or other events occurring outside of its normal course of business.

Canfor Pulp cautions that the foregoing list of important factors and assumptions is not exhaustive and other factors could also adversely affect its results. For more information on the risks, uncertainties and assumptions that could cause Canfor Pulp's actual results to differ from current expectations, please refer to the "Risks and Uncertainties" section of Canfor Pulp's Management's Discussion & Analysis for the year ended December 31, 2024 as well as Canfor Pulp's other public filings, available at sedarplus.ca and at canfor.com.

The forward-looking statements contained in this news release describe Canfor Pulp's expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, Canfor Pulp does not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.

SOURCE Canfor Pulp Products Inc.

Media Contact: Mina Laudan, VP, Corporate Affairs, [phone], [email protected]; Investor Contacts: Pat Elliott, CFO and Corporate Secretary, [phone], [email protected]; Dan Barwin, Head of Corporate Development, [phone], [email protected]