West Fraser Timber Co. Ltd. (TSX:WFT) entered into a definitive agreement to acquire Norbord Inc. (TSX:OSB) from Brookfield Asset Management Inc. (TSX:BAM.A), Ketcham family and others for CAD 4 billion on November 18, 2020. Norbord shareholders will receive 0.675 of a West Fraser share for each Norbord share, which equates to CAD 49.35 per Norbord common share. Upon closing current West Fraser shareholders will own approximately 56% of the company, with current Norbord shareholders owning approximately 44%. Following closing, the combined company will operate as West Fraser. The Arrangement Agreement includes a reciprocal termination fee of CAD 110 million that may be payable by either West Fraser or Norbord in certain circumstances. West Fraser's existing portfolio. West Fraser intends to retain all Norbord mills in North America and Europe, and rely on the skills and experience of current Norbord management and employees to continue to grow the engineered wood business. West Fraser will continue to maintain a significant office presence in Vancouver, Toronto, Quesnel and Memphis, as well as in Norbord's existing European locations. U.S. shareholders of Norbord who receive West Fraser Shares upon completion of the Arrangement can expect to trade such shares on the NYSE.

West Fraser will continue to be led by Raymond Ferris as President and Chief Executive Officer and Chris Virostek as Vice-President, Finance and Chief Financial Officer. Following closing, Wijnbergen will be appointed President, Engineered Wood, responsible for the company's OSB, plywood, particleboard, MDF and veneer operations. Sean McLaren, currently West Fraser's Vice-President, U.S. Lumber, will be appointed President, Solid Wood, responsible for all of the company's lumber operations. West Fraser's Board of Directors will continue to be chaired by Hank Ketcham. At closing, two of Norbord's current independent directors will join the West Fraser Board.

The Arrangement will require the approval of 66 2/3% of the votes cast by Norbord shareholders present in person or represented by proxy at the Norbord Meeting. West Fraser will be required under the policies of the TSX to obtain the approval of a simple majority of the votes cast by the holders of West Fraser's common and Class B shares at the West Fraser Meeting. The completion of the Transaction will also be subject to the listing by West Fraser of its common shares on the New York Stock Exchange. In addition to shareholder approvals the Transaction will also be subject to approval by the Ontario Superior Court of Justice, holders of not more than 5% of the Norbord Shares having validly exercised, and not withdrawn, dissent rights; regulatory approvals including under the Competition Act, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in the United States and German competition laws and other customary closing conditions.. Brookfield Asset Management Inc. and its controlled entities have entered into a voting support agreement, pursuant to which Brookfield has agreed to vote all of its Norbord common shares, representing, in total, approximately 43% of the Norbord common shares, in favour of the Transaction at a special meeting of Norbord shareholders to be held to consider the proposed Transaction. Certain affiliates of members of the Ketcham family have entered into voting support agreements with Norbord pursuant to which they have agreed to vote a total of 13 million common shares, including Class B shares, of West Fraser, representing approximately 19% of the outstanding common shares of West Fraser in favour of the Transaction at a special meeting of West Fraser shareholders to be held to approve the Transaction. The Boards of Directors of each of West Fraser and Norbord have unanimously approved the Transaction and recommend that the West Fraser and Norbord shareholders vote in favour of the Transaction. As of December 17, 2020, Ontario Superior Court of Justice provided the interim order in which it authorized Norbord to proceed with various matters, including the holding of the Norbord Meeting to consider and vote on the Arrangement. As of December 18, 2020, the Federal Trade Commission granted early termination of antitrust approval waiting period in the transaction. As of December 21, 2020, the German federal cartel office granted clearance with respect to the Arrangement under German merger control law. It is anticipated that the Norbord Meeting and the West Fraser Meeting will both be held in January 2021. As of January 19, 2021, both Norbord and West Fraser shareholders approved the transaction. As of January 22, 2021, Norbord has obtained a final order from the Ontario Superior Court of Justice approving the plan of arrangement. The Transaction is expected to close in the first quarter of 2021. As of January 19, 2021, the transaction is expected to close on February 1, 2021.

TD Securities and Scotia Capital Inc. provided a fairness opinion to the Board of Directors of West Fraser. RBC Capital Markets provided a fairness opinion to the Board of Directors of Norbord. TD Securities acted as financial advisor to West Fraser. Scotia Capital Inc. acted as independent financial advisor to the Board of West Fraser. Tom Theodorakis, Stephen Wortley, Michael Taylor, Ravipal Bains, Joshua Sved, Paul Barbeau, Gavyn Backus, Sandra Knowler, Joanna Dawson, Pablo Tseng, Esther Sohn, Francois Tougas, Ryan Gallagher, Joshua Krane and Dianne Rideout of McMillan LLP acted as legal advisors to West Fraser. Karrin Powys-Lybbe, David Forrester, Emily Debono, Adam Ibrahim, Omar Wakil, Susan Nickerson, Jennifer Lennon, Gwen Watson and Andrew Wong of Torys LLP acted as legal advisors to Norbord. BofA Securities, Inc. acted as financial advisor to Norbord Inc. AST Trust Company (Canada) acted as transfer agent and depository to Norbord and West Fraser.

West Fraser Timber Co. Ltd. (TSX:WFT) completed the acquisition of Norbord Inc. (TSX:OSB) from Brookfield Asset Management Inc. (TSX:BAM.A), Ketcham family and others on February 1, 2021. Following completion of the Transaction, Norbord became a wholly-owned subsidiary of West Fraser. Marian Lawson and Colleen McMorrow, directors of Norbord, have also been appointed to West Fraser's Board of Directors. Brookfield held 34,787,535 Norbord Shares prior to consummation of the Transaction. As a result of the Transaction, Brookfield now holds 23,481,584 West Fraser Shares.