Canfor Corporation has announced the results of reports issued by independent proxy advisory firms, Institutional Shareholder Services Inc. and Egan-Jones Proxy Services, both of which have recommended that Canfor shareholders vote for the proposed plan of arrangement with 1227738 B.C. Ltd., a wholly-owned subsidiary of Great Pacific Capital Corp.
The arrangement is to be considered at the upcoming special meeting of Canfor shareholders being held on Wednesday, December 18, 2019 at 9:00 a.m. (Vancouver time), at the Vancouver Marriott Pinnacle Downtown Hotel, 1128 West Hastings Street, Vancouver, British Columbia.
Canfor felt compelled to release the recommendations of all three proxy advisory firms after the recommendation of Glass, Lewis & Co. was publicized by a shareholder in a misleading and selective manner by press release without noting that both ISS and Egan-Jones had recommended that Shareholders vote for the arrangement, Canfor said in a statement.
Canfor believes that the report issued by Glass Lewis, which recommended that Shareholders not vote in favour of the arrangement, contains material errors and omissions regarding the facts of the matter on which the opinion is based. Canfor has relayed its views to Glass Lewis.
The Board of Directors of Canfor continues to recommend that Shareholders vote for the resolution approving the arrangement at the Special Meeting. Shareholders are encouraged to read the Special Meeting materials in detail and cast their votes prior to the proxy voting deadline. To ensure that your Canfor shares will be represented at the Special Meeting, you should carefully follow the voting instructions provided in the Special Meeting materials.
The deadline for the receipt of proxies is 9:00 a.m. (Vancouver time) on December 16, 2019. Shareholders may vote online, by telephone or other methods listed on their form of proxy or voting instruction form.
In October, Canfor Corporation announced that, based on the recommendation of an independent committee of Canfor’s board of directors, it has entered into an arrangement agreement with Great Pacific Capital Corp. Under the terms of the agreement, Great Pacific, which along with its affiliates owns approximately 51% of the issued and outstanding common shares of Canfor, will acquire all of the Canfor shares it does not already own for cash consideration of $16.00 per Canfor share by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia).
