Sino-Forest announces exercise of over-allotment option for convertible note
and common share offerings


This news release is not an offer for sale of securities in the United States. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.

Nothing in this announcement constitutes an offer of securities for sale in any jurisdiction where it is unlawful to do so.

TORONTO, Dec. 15 /CNW/ - Sino-Forest Corporation (TSX: TRE) (the "Company" or "Sino-Forest") today announced that it has received notice of the exercise of the over-allotment option granted under each of the convertible senior note offering and the contemporaneous offering of common shares.

In connection with the offering of US$400,000,000 principal amount of notes (the "Initial Notes"), Credit Suisse Securities (USA) LLC, BofA Merrill Lynch and TD Securities Inc. (collectively, the "Initial Purchasers") were granted an over-allotment option to acquire up to 15% of the principal amount of notes or US$60,000,000 principal amount of notes (the "Over-Allotment Notes"). The Over-Allotment Notes shall be issued upon the same terms as the Initial Notes, and shall bear interest at a rate of 4.25% per annum, payable semi-annually, shall mature on December 15, 2016 and will be convertible into common shares of the Company at an initial conversion rate of 47.2619 common shares per US$1,000 principal amount of notes (equivalent to an initial conversion price of approximately US$21.16 per share or approximately Cdn$22.26 per share based on a fixed exchange rate), subject to customary adjustments. As a result of the exercise of the over-allotment option, US$460,000,000 principal amount of notes in the aggregate are being purchased by the Initial Purchasers.

In connection with the public offering of 19,000,000 common shares at a price of Cdn.$16.80 per common share for gross proceeds of Cdn.$319,200,000, Credit Suisse Securities (Canada), Inc. and TD Securities Inc., as joint bookrunners, and including Dundee Securities Corporation, RBC Dominion Securities Inc., Scotia Capital Inc., CIBC World Markets Inc., BofA Merrill Lynch, Canaccord Financial Ltd. and Maison Placements Canada Inc. (collectively, the "Underwriters") were granted an over-allotment option to acquire up to 15% of the common shares, or 2,850,000 common shares (each an "Optional Share"), at a price of Cdn.$16.80 per Optional Share for gross proceeds to the Company of Cdn.$47,880,000. As a result of the exercise of the over-allotment option, 21,850,000 common shares of the Company in aggregate are being purchased by the Underwriters for total gross proceeds of Cdn.$367,080,000.

It is expected that the closing of the note offering and the common share offering will both take place on or about Thursday, December 17, 2009. The Company has received conditional approval from the TSX for the listing of the common shares issuable on conversion of the notes and the common shares being issued as part of the common share offering, subject to the fulfillment of certain conditions by the Company.

About Sino-Forest Corporation

Sino-Forest Corporation is a leading commercial forest plantation operator in China. Its principal businesses include the ownership and management of forest plantation trees, the sale of standing timber and wood logs, and the complementary manufacturing of downstream engineered-wood products. The Company's common shares have traded on the Toronto Stock Exchange under the symbol TRE since 1995.

Please note: This press release contains projections and forward-looking statements regarding future events. Such forward-looking statements are not guarantees of future performance of the Company and are subject to risks and uncertainties that could cause actual results and company plans and objectives to differ materially from those expressed in the forward-looking statements. Such risks and uncertainties include, but not limited to, changes in China and international economies; changes in currency exchange rates; changes in worldwide demand for the Company's products; changes in worldwide production and production capacity in the forest products industry; competitive pricing pressures for the Company's products and changes in wood and timber costs.

This announcement is subject to offer and distribution restrictions in, among other countries, the United States, the People's Republic of China, Canada, the European Economic Area, France, Hong Kong, the United Kingdom and Singapore.

This announcement does not constitute an offer of securities for sale in any jurisdiction in or from which, or to any person to whom, it is unlawful to make such offer or invitation under applicable laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Company, the initial purchasers and the underwriters to inform themselves about, and to observe, any such restrictions.

SOURCE Sino-Forest Corporation

For further information: For further information: SINO-FOREST CORPORATION, Toronto, Dave Horsley - Senior Vice President & Chief Financial Officer, Tel: (905) 281-8889, Email:; Hong Kong, Louisa Wong - Senior Manager, Investor Communications & Relations, Tel: +852 2514 2109, Email:

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