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

Executive Summary

• The go‑shop period for Canfor Pulp’s pending acquisition by Canfor Corp expired on Jan 19, 2026 with no third‑party acquisition proposals received.
• No superior proposal has been identified; the transaction will proceed under the terms of the Arrangement Agreement, with a shareholder meeting expected in Q1 2026.
• If a superior proposal were to arise, Canfor Pulp would owe a $500,000 termination fee to Canfor Corp and the parties have agreed on “fiduciary‑out” covenants.

Key Details

• Go‑Shop Period: Expired Jan 19, 2026; 15 potential buyers contacted by financial advisor Stifel Nicolaus Canada Inc.; no acquisition proposals received.
• Transaction Structure: Canfor Corp to acquire all remaining Canfor Pulp shares not already owned (currently ~45.2% of outstanding shares).
• Shareholder Options: Each Canfor Pulp share may be exchanged for 0.0425 Canfor Corp common shares or $0.50 cash per share.
• Current Ownership: Canfor Corp holds approximately 54.8% of Canfor Pulp’s issued and outstanding shares.
• Termination Fee: $500,000 payable by Canfor Pulp to Canfor Corp if the Arrangement Agreement is terminated to accept a “Superior Proposal.”
• Fiduciary‑Out Covenants: Standard non‑solicitation covenants apply post‑go‑shop; Canfor Corp has no right to match any superior proposal.
• Future Steps: Special meeting of Canfor Pulp shareholders to consider the transaction anticipated in Q1 2026; management information circular to be mailed at least 21 days before the meeting.
• Closing Conditions: Subject to customary shareholder, court and regulatory approvals (including TSX).

Notable Quotes

(No direct quotes were provided in the release.)