Canfor Pulp files Management Information Circular and announces receipt of interim order in respect of proposed plan of arrangement with Canfor Corporation

Core Viewpoint - Canfor Pulp Products Inc. has filed a management information circular for a special meeting to vote on a proposed arrangement with Canfor Corporation, which includes options for shareholders to receive either shares or cash for their common shares [2][3][5]. Arrangement Details - The arrangement allows shareholders to choose between receiving 0.0425 of a common share in Canfor Corp or $0.50 in cash for each common share held [5]. - If the arrangement is completed, Canfor Pulp will become an indirect wholly-owned subsidiary of Canfor Corp [6]. Special Committee and Board Recommendations - A special committee of independent directors was formed to evaluate the arrangement, which unanimously determined it to be in the best interests of Canfor Pulp and fair to shareholders [7][8]. - The Board of Directors also recommended that shareholders vote in favor of the arrangement after careful consideration of various factors [9][10]. Reasons for the Recommendation - The cash consideration of $0.50 per share represents a 25% premium to the closing share price on December 2, 2025, and a 38% premium based on the 10-day volume-weighted average share price [11]. - The arrangement provides certainty of cash value and the opportunity for shareholders to participate in the combined business post-arrangement [11]. - An independent valuation indicated that the fair market value of the common shares is between $0.08 and $0.52, making the offered cash consideration near the top of this range [11]. - The arrangement is supported by a significant shareholder holding approximately 4.4% of the common shares, who has agreed to vote in favor of the arrangement [11][15]. Voting and Election Process - Shareholders must submit their election to receive either the share or cash consideration by 4:00 p.m. on March 4, 2026 [12]. - The arrangement requires approval from at least 66⅔% of the votes cast at the Company Meeting, excluding votes from the Purchaser and its affiliates [14]. Go-Shop Period - Canfor Pulp had a go-shop period to solicit other acquisition proposals, but no proposals were received during this time [18].