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November Management Information Circular

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November Management Information Circular NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF CANFOR CORPORATION TO BE HELD ON DECEMBER 18, 2019 and MANAGEMENT INFORMATION CIRCULAR with respect to a proposed PLAN OF ARRANGEMENT involving CANFOR CORPORATION, SHAREHOLDERS OF CANFOR CORPORATION, GREAT PACIFIC CAPITAL CORP. and 1227738 B.C. LTD. The Board of Directors of Canfor Corporation recommends that Shareholders vote FOR the Arrangement Resolution November 18, 2019 VOTE YOUR SHARES TODAY Your vote is important regardless of the number of shares you own. Whether or not you are able to attend, we urge you to vote. These materials are important and require your immediate attention. They require shareholders of Canfor to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal or other professional advisors. If you have any questions or require assistance, please contact Laurel Hill Advisory Group, the proxy solicitation agent for Canfor Corporation at its North American toll-free phone number: 1-877-452-7184 or by email at [email protected] November 18, 2019 Dear Shareholders, In this package, please find information regarding the special meeting (the "Meeting") of holders (the "Shareholders") of common shares ("Common Shares") to vote on the proposal from Great Pacific Capital Corp. ("Great Pacific") to take Canfor Corporation ("Canfor") private. You are urged to read this information carefully and in its entirety and, if you require assistance, to consult your financial, legal or other professional advisor. The Special Meeting The Board of Directors (the "Canfor Board") of Canfor cordially invites you to attend the Meeting to be held at 9:00 a.m. (Vancouver time) on December 18, 2019, at the Vancouver Marriott Pinnacle Downtown Hotel, 1128 West Hastings Street, Vancouver, British Columbia. The Arrangement Resolution At the Meeting, Shareholders will be asked to consider, pursuant to an interim order of the Supreme Court of British Columbia dated November 18, 2019, as same may be amended, and, if deemed advisable to pass, with or without variation a special resolution (the "Arrangement Resolution") approving an arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) pursuant to which 1227738 B.C. Ltd. (the "Purchaser") will acquire all of the outstanding Common Shares not already held by Great Pacific or its affiliates for cash consideration of CDN$16.00 per Common Share (the "Consideration") (less any applicable withholdings). Great Pacific has agreed to guarantee the obligations of the Purchaser. The Canfor Board has fixed the close of business on November 12, 2019 as the record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting. The accompanying notice of Meeting and management information circular of Canfor (the "Circular") provide a full description of the Arrangement and include certain other information to assist you in considering how to vote. Voting Requirements The Arrangement Resolution must be approved by: (i) at least 66 2/3% of the votes cast at the Meeting by Shareholders either in person or represented by proxy at the Meeting and entitled to vote thereat; and (ii) a simple majority of the votes cast by the Shareholders present in person or represented by proxy at the Meeting and entitled to vote thereat, excluding the votes cast by such Shareholders that are required to be excluded pursuant to Multilateral Instrument 61- 101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") (including Great Pacific and its affiliates). Each Shareholder is entitled to one vote for each Common Share held. The Arrangement is also subject to certain conditions and the final approval of the Supreme Court of British Columbia. Fairness Opinion and Formal Valuation Greenhill & Co. Canada Ltd. ("Greenhill") was retained by Canfor to provide an independent special committee of non-management directors of Canfor (the "Special Committee") with a formal valuation of the Common Shares in accordance with the requirements of MI 61-101 (the "Greenhill Valuation") and to deliver an opinion as to the fairness, from a financial point of view, of the Consideration (the "Greenhill Fairness Opinion") to the Shareholders (other than Great Pacific and its affiliates). On October 28, 2019, Greenhill delivered the Greenhill Valuation and the Greenhill Fairness Opinion to the Special Committee. The Greenhill Valuation contained Greenhill's opinion that, as at October 28, 2019, subject to the scope of review, assumptions, limitations, restrictions and other qualifications set out therein, the fair market value of the Common Shares was in the range of CDN$14.24 per Common Share to CDN$19.38 per Common Share. The Greenhill Fairness Opinion contained Greenhill's opinion that, as at October 28, 2019, and subject to the assumptions and qualifications set out therein, the Consideration is fair, from a financial point of view, to the Shareholders (other than Great Pacific and its affiliates). Full copies of the Greenhill Fairness Opinion and Greenhill Valuation are included as Appendix E to the management information circular accompanying this letter. Shareholders are urged to read the Greenhill Fairness Opinion and Greenhill Valuation in their entirety. Board Recommendation After careful consideration of the terms and conditions of the Arrangement, the advice of Greenhill and its legal advisors, the Greenhill Valuation and the Greenhill Fairness Opinion, the report and recommendation by the Special Committee and a number of other factors, the Canfor Board has determined that the Arrangement is in the best interests of Canfor and fair to Shareholders (other than Great Pacific and its affiliates) and recommends to Shareholders that they vote in favour of the Arrangement Resolution. Lock-Up Agreements All of Canfor's directors (with the exception of Barbara Hislop) and senior officers have entered into the Lock-Up Agreements pursuant to which they have agreed to vote in favour of the Arrangement, subject to certain customary exceptions. Voting Your vote is important regardless of the number of Common Shares you own. All Shareholders are encouraged to take the time to complete, sign, date and return the enclosed form of proxy or voting instruction form, as applicable, in accordance with the instructions set out therein and in the accompanying Circular so that your Common Shares can be voted at the Meeting in accordance with your instructions. If you are a non-registered Shareholder and hold your Common Shares through a broker, custodian, nominee or other intermediary, please follow their instructions. If you are a registered Shareholder, in order to receive the Consideration (less any applicable withholdings) that you are entitled to upon the completion of the Arrangement, you must complete and sign the enclosed blue letter of transmittal and return it, together with your certificate(s) and any other required documents and instruments, to AST Trust Company (Canada), Attention: Corporate Actions (by mail to: PO Box 1036, Adelaide Street Postal Station, Toronto, Ontario M5C 2K4; or by hand, courier or registered mail to: 1 Toronto Street, Suite 1200, Toronto, Ontario M5C 2V6), in accordance with the procedures set out in the enclosed blue letter of transmittal. While certain matters, such as the timing of the receipt of final court approval and the satisfaction of certain other conditions, are beyond the control of Canfor, if the requisite approvals are obtained to pass the Arrangement Resolution, it is anticipated that the Arrangement will be completed on or about December 30, 2019. If you have any questions regarding the submission of your proxy or voting instruction form or if you require additional copies of the attached Circular, please contact Laurel Hill Advisory Group at 1-877-452-7184 toll free in North America, collect outside of North America at 416-304-0211 or by email at [email protected]. On behalf of Canfor, I would like to thank all Shareholders for your ongoing support as we prepare to take part in this important event in the history of Canfor. Yours very truly, "Don Kayne" DON KAYNE President and Chief Executive Officer Voteusingthefollowing methodspriortotheMeeting. Internet Telephone or Fax Mail RegisteredShareholders Sharesheldinownnameand www.astvotemyproxy.com Telephone:1Ͳ888Ͳ489Ͳ7352 Returntheformofproxyinthe representedbyaphysical Fax: 1Ͳ866Ͳ781Ͳ3111 enclosedpostagepaidenvelope. certificate. NonRegisteredShareholders www.proxyvote.com Callorfaxtothenumber(s) Returnthevotinginstructionformin Sharesheldwithabroker,bank listedonyourvoting theenclosedpostagepaidenvelope. instructionform. orotherintermediary. ii CANFOR CORPORATION NOTICE OF SPECIAL MEETING OF SHAREHOLDERS NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of the holders (the "Shareholders") of common shares (the "Common Shares") of Canfor Corporation ("Canfor") will be held at the Vancouver Marriott Pinnacle Downtown Hotel, 1128 West Hastings Street, Vancouver, British Columbia, on December 18, 2019, at 9:00 a.m. (Vancouver time) for the following purposes: 1. to consider, pursuant to an interim order of the Supreme Court of British Columbia (the "Court") dated November 18, 2019, as same may be amended (the "Interim Order"), and, if deemed advisable to pass, with or without variation, a special resolution (the "Arrangement Resolution"), the full text of which is set forth in Appendix A to the accompanying
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