merger of norbord and ainsworth fraser canfor combined company louisiana ... 2014 closing price of...
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Forward-Looking Statements and
Non-IFRS Financial Information
All financial references are expressed in US$ unless otherwise noted
Financial numbers have been prepared in accordance with IFRS
This presentation contains forward-looking statements and estimates
Actual company results could differ materially from a conclusion, forecast or projection in the
forward-looking information
Certain material factors or assumptions were applied in drawing a conclusion or making a
forecast or projection as reflected in the forward-looking information
Additional information can be found in Norbord's and Ainsworth's annual information forms,
annual and quarterly MD&A, and on Norbord’s and Ainsworth's websites (www.norbord.com;
www.ainsworthengineered.com) about the material factors that could cause actual results to
differ materially from the conclusion, forecast or projection in the forward-looking
information, and the material factors or assumptions that were applied in drawing a
conclusion or making a forecast or projection as reflected in the forward-looking information
During the course of this presentation, certain non-IFRS financial information will be
presented. Definitions and reconciliation of terms can be found in Norbord's and Ainsworth's
December 8, 2014 joint press release announcing the transaction
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CombinedCompany
Louisiana-Pacific Georgia-Pacific Norbord Weyerhaeuser Ainsworth Huber Tolko Kronospan Kronoswiss Martco
To
tal
OS
B C
ap
acit
y (
Bsf-
3/8
")
–
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
West Fraser Canfor Combined Company Louisiana-Pacific Norbord Interfor Western Forest Ainsworth Conifex
En
terp
rise V
alu
e (
US
$m
m)
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Pro Forma Top 10 Global OSB Producers
Pro Forma Enterprise Value
Norbord and Ainsworth to merge in an all-share transaction
Creating a Leading Global OSB Company
Source: Company filings
(1) Ainsworth and combined company enterprise values calculated using Norbord's December 5, 2014 closing price of C$23.96 and the 0.1321 exchange ratio
(1) (1)
Transaction Overview
Ainsworth shareholders will receive 0.1321 of a Norbord share for each Ainsworth share
• Represents a 15.0%(1)
premium to Ainsworth's 20-day volume weighted average price as
of December 5, 2014
Subject to approval by majority of the minority shareholders of both Ainsworth and Norbord as
well as customary closing conditions
Transaction not reportable under U.S. Hart-Scott-Rodino Act or the Canadian Competition Act
due to common controlling shareholder, however U.S. and Canadian antitrust and competition
authorities may review non-reportable transactions at their discretion
Circular will be mailed to Norbord and Ainsworth shareholders in late December, with
shareholder meetings / votes expected in January 2015
Transaction is expected to close in the first quarter of 2015
4 (1) Based on trading on all Canadian exchanges. Norbord's share prices prior to November 27, 2014 (December ex-dividend date) have been adjusted to exclude
the December dividend payment of C$0.60
Additional Transaction Details
Proposed merger unanimously approved by both Norbord's and Ainsworth's Boards of
Directors
• Both Boards recommend shareholders vote in favour of the transaction
• Transaction negotiated by Independent Committees of both Boards
• Neither Independent Committee included representatives of Brookfield Asset
Management ("Brookfield")
Brookfield (controls approximately 52% and 55% of Norbord and Ainsworth shares,
respectively) has entered into voting support agreements for transaction
• Brookfield will own approximately 53% of Norbord following close of transaction
Board of Directors of the combined company will have equal representation of independent
directors from the current Boards of Norbord and Ainsworth, with a majority of the Board
comprised of directors who are not Brookfield nominees
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Strategic Rationale
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Geographically complementary operations with a balanced portfolio of high-
quality assets
Enhanced market diversification
Strong financial position
Growth potential
Improved capital markets presence
Significant synergies
Experienced leadership
Name Location Capacity
Ainsworth OSB
100 Mile House British Columbia 440
Barwick Ontario 510
Grande Prairie Alberta 730
High Level Alberta 860
Norbord OSB
Bemidji Minnesota 470
Cordele Georgia 990
Genk Belgium 350
Guntown Mississippi 450
Huguley Alabama 500
Inverness Scotland 350
Jefferson Texas 415
Joanna South Carolina 500
La Sarre Quebec 375
Nacogdoches Texas 380
Val-d'Or Quebec 340
Total OSB Capacity 7,660
Particleboard
Cowie Scotland 380
South Molton England 160
MDF
Cowie Scotland 380
Total Panel Capacity 8,580
Geographically Complementary Operations
Balanced Portfolio of High-Quality Assets
Combination of Norbord's low-cost operations and larger mill network with Ainsworth's
innovation in value-added strand-based engineered wood products
7 * Denotes curtailed mills
(1) In million square feet (MMsf-3/8"). Grande Prairie capacity does not include the 600 MMsf GP2 expansion project, which has an expected completion cost of C$80 million
(2) Operating OSB capacity: 6,820 MMsf-3/8". Operating panel capacity: 7,740 MMsf-3/8"
Bemidji, MN
Barwick, ON
La Sarre, QC
Val-d'Or, QC
100 Mile House, BC
Cordele, GA
Joanna, SC
Huguley, AL
Guntown, MS
Nacogdoches, TX
Jefferson, TX
High Level, AB
Grande Prairie, AB
European Operations
Genk, Belgium
South Molton, England
Cowie, Scotland
Inverness, Scotland
North American Operations Overview of Combined Assets
Norbord Mills
Ainsworth Mills
(1)
*
* (2)
(2)
North America: 64%
Europe: 31%
Asia: 5%
Enhanced Market Diversification
Strong North American footprint combined with more stable margin European
operations of Norbord and Asia-focused export business of Ainsworth
Combined company has a significant presence in North America, Europe and Asia
8 (1) Based on reported LTM revenues as of Q3 2014
(2) Ainsworth sales converted to US$ at an LTM average exchange rate of C$1.07 / US$
North America: 58%
Europe: 42%
Norbord Sales by Geography(1)
Combined Company Sales by Geography(1)(2)
Asia: 18%
Ainsworth Sales by Geography(1)
North America: 82%
Q3 - 2014 Combined
(US$ millions) Norbord Ainsworth Company
LTM Sales $1,218 $416 $1,634
LTM Adjusted EBITDA $104 $33 $143
Market Capitalization $1,120 $668 $1,788
Debt $440 $315 $755
Cash $54 $88 $142
Net Debt $386 $227 $613
Enterprise Value $1,506 $895 $2,401
Strong Financial Position
Disciplined Capital Allocation
Maintain financial flexibility with
strong balance sheet and credit
profile
Significant capital base will facilitate
capital reinvestment, new product
development and expansion projects
in new and existing markets
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Selected Financial Information(1)
Dividend Policy
Anticipated that the Board of Directors of the combined company will continue Norbord's
dividend policy which targets the payment to shareholders of a portion of free cash flow
Taking into account growth and other attractive capital investment opportunities, and to
maintain flexibility in the company’s capital structure, the Board of Directors of Norbord
expects to set the dividend at C$0.25 per common share in the first quarter of 2015
(1) Based on pro forma sales and adjusted EBITDA. Adjusted EBITDA defined as earnings before finance costs, FX loss, gain on derivative financial instrument, costs on early debt extinguishment, costs
incurred on terminated Louisiana-Pacific acquisition, income tax and depreciation. Ainsworth sales and adjusted EBITDA converted at a period average exchange rate of C$1.07 / US$. Ainsworth
cash and debt balances converted at a period end exchange rate of C$1.12 / US$ and do not reflect any pro forma adjustments. Market capitalizations converted at the December 5, 2014 exchange
rate of C$1.14 / US$. Ainsworth market capitalization and enterprise value calculated using Norbord's December 5, 2014 closing price of C$23.96 and the 0.1321 exchange ratio
Other Benefits
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Improved capital
markets presence
• Increased stock market liquidity and larger public float
• Pro forma market capitalization of approximately C$2.0(1)
billion
• Expected to continue in the S&P/TSX Composite Index
Experienced
leadership
• Merged company to be led by Norbord's CEO, Peter Wijnbergen
• Draw upon extensive strategic, operating and financial experience from both organizations, as well as Brookfield
Growth potential
• Combined company will have several growth opportunities:
− Expansion of European OSB production
− Restart of mothballed capacity (Huguley, AL and Val-d'Or, QC)
− Completion of the second line at Grande Prairie, AB
Significant synergies
• Estimated at $45 million/year, achievable over 18-24 months, from:
− Best practices and technology transfers
− Sales & logistics improvements
− Cost reductions
(1) Pro forma market capitalization calculated using Norbord's December 5, 2014 closing price of C$23.96 and the 0.1321 exchange ratio
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North American Effective Capacity Mothballed Capacity Effective Demand / Capacity
Well Positioned for U.S.
Housing Market Recovery
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1.5mm
Over-Built 3.7mm
Under-Built
North American OSB Demand and Capacity
U.S. Housing Starts and Underlying Demand
Complementary Products
and End-Users
Combination of Norbord's low-cost operating expertise with Ainsworth's innovation in new
product development
Combined company will have 50% of sales in value-added products and will be a significant
supplier to:
• Big Box (repair & remodel)
• Pro-Dealers (new home construction)
• Industrial (furniture, EWP)
• Export (Japan, China)
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