TORONTO, Feb. 13 /CNW/ - Norbord Inc. (TSX:NBD) announced today that its
wholly owned subsidiary, Norbord Finance (Ontario) Inc., has commenced a cash
tender offer for any and all of its outstanding $196,700,000 aggregate
principal amount 8.125% Debentures due 2008 (the "Debentures") on the terms
and subject to the conditions set forth in its Offer to Purchase and Consent
Solicitation Statement, dated February 13, 2008, and the related Consent and
Letter of Transmittal. Norbord Finance (Ontario) Inc. also is soliciting
consents to certain proposed amendments to the indenture governing the
Debentures. The tender offer documents more fully set forth the terms of the
tender offer and consent solicitation.
The tender offer will expire at 12:00 midnight, New York City time, on
Wednesday, March 12, 2008, unless extended or earlier terminated by Norbord
Finance (Ontario) Inc. Norbord Finance (Ontario) Inc. reserves the right to
terminate, withdraw or amend the tender offer and consent solicitation at any
time subject to applicable law.
The tender offer consideration for each $1,000 principal amount of
Debentures tendered and accepted for purchase pursuant to the tender offer
will be $1,000.50. In addition, each holder who validly tenders its Debentures
and delivers consents on or prior to 5:00 p.m., New York City time, on
Wednesday, February 27, 2008 (such time on such date, the "consent date"),
will be entitled to a consent payment of $2.00 for each $1,000 principal
amount of Debentures tendered by such holder if such Debentures are accepted
for purchase pursuant to the tender offer. Holders who tender Debentures are
required to consent to the proposed amendments to the indenture. Any tender of
Debentures prior to the Consent Date may be validly withdrawn and consents may
be validly revoked at any time prior to the Consent Date, but not thereafter
unless the tender offer and the consent solicitation are terminated without
any Debentures being purchased. Holders who tender Debentures after the
Consent Date will not receive the consent payment.
The obligation of Norbord Finance (Ontario) Inc. to accept for purchase,
and to pay for, Debentures validly tendered and not withdrawn pursuant to the
tender offer and the consent solicitation is subject to the satisfaction or
waiver of the conditions to the tender offer and consent solicitation,
including the receipt of the requisite consents. The complete terms and
conditions of the tender offer and the consent solicitation are set forth in
the tender offer documents which are being sent to holders of the Debentures.
Holders of the Debentures are urged to read the tender offer documents
None of the proposed amendments will affect the terms of the Debentures
held by the non-tendering holders of the Debentures. Debentures not tendered
and purchased pursuant to the tender offer will remain outstanding until
redeemed by Norbord Inc. on the stated maturity date of March 20, 2008.
Norbord Finance (Ontario) Inc. has retained Credit Suisse Securities
(USA) LLC to act as Dealer Manager in connection with the tender offer and
consent solicitation. Questions about the tender offer and consent
solicitation may be directed to Credit Suisse Securities (USA) LLC at (212)
538-4807 (collect). Copies of the tender offer documents and other related
documents may be obtained from Global Bondholder Services Corporation, the
information agent for the tender offer and consent solicitation, at (866)
952-2200 (toll free) or (212) 430-3774 (collect).
The tender offer and consent solicitation is being made solely by means
of the tender offer documents. Under no circumstances shall this press release
constitute an offer to purchase or the solicitation of an offer to sell the
Debentures or any other securities of Norbord Inc. or Norbord Finance
(Ontario) Inc. It also is not a solicitation of consents to the proposed
amendments to the indenture. No recommendation is made as to whether holders
of the Debentures should tender their Debentures or give their consent.
Norbord Inc. is an international producer of wood-based panels and is a
publicly traded company listed on the TSX under the symbol NBD.
This news release contains forward-looking statements, as defined in
applicable legislation. The words "will", "will be," "may be", "is subject
to", and other expressions which are predictions of or indicate future events,
trends or prospects and which do not relate to historical matters identify
forward-looking statements. Forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Norbord to be materially different
from any future results, performance or achievements expressed or implied by
the forward-looking statements.
Although Norbord believes it has a reasonable basis for making these
forward-looking statements, readers are cautioned not to place undue reliance
on such forward-looking information. By its nature, forward-looking
information involves numerous assumptions, inherent risks and uncertainties,
both general and specific, which contribute to the possibility that the
predictions, forecasts and other forward-looking statements will not occur.
Factors that could cause actual results to differ materially from those
contemplated or implied by forward-looking statements include: general
economic conditions; risks inherent with product concentration; effects of
competition and product pricing pressures; risks inherent with customer
dependence; effects of variations in the price and availability of
manufacturing inputs; risks inherent with a capital intensive industry; and
other risks and factors described from time to time in filings with Canadian
securities regulatory authorities.
Except as required by applicable laws, Norbord does not undertake to
update any forward-looking statements, whether as a result of new information,
future events or otherwise, or to publicly update or revise the above list of
factors affecting this information. See the "Caution Regarding Forward-Looking
Information" statement in the March 1, 2007 Annual Information Form and the
cautionary statement contained in the "Forward-Looking Statements" section of
the 2006 Management's Discussion and Analysis dated January 31, 2007.
For further information:
For further information: Anita Veel, Director, Corporate Affairs, (416)