NorskeCanada Completes Acquisition of Pacifica Papers

In August 2001, Norske Skog Canada Limited raised $1 billion in new financing, paid a $1.5 billion special distribution to its shareholders and completed the $905 million acquisition of Pacifica Papers Inc. for shares and cash. With the acquisition of Pacifica's two pulp and paper mills, NorskeCanada is now Canada's third-largest pulp and paper forest products company.

The financing consisted of a $700 million credit facility provided by a banking syndicate and a US$250 million offering of senior notes in the United States. NorskeCanada used the proceeds of the financing to pay a special distribution of $12 per share to its existing shareholders by way of a plan of arrangement under British Columbia's Company Act and to pay the cash portion of the acquisition price of Pacifica Papers in a separate plan of arrangement under the Canada Business Corporations Act.

Lawson Lundell advised NorskeCanada on the special distribution, the acquisition, the bank financing and the senior note offering, with a team led by David Smith, Gordon Chambers and John Christian (corporate and securities) and Irv Laskin, Paul Bradley and Michael Low (banking). Bill Rosenfeld (competition) and Neil Harris (tax) of Goodmans LLP, and Valerie Mann of Lawson Lundell advised NorskeCanada on competition matters relating to the acquisition.

Pacifica was advised on the acquisition by a team from Sangra, Moller, led by Harjit Sangra, Kim Moller and Winston Yee and by a team from Davies Ward Phillips & Vineberg LLP, led by Mark Connelly, Mitch Finkelstein and Jay Swartz. A capital markets team from the Vancouver and Toronto offices of Borden Ladner Gervais LLP, led by Bill Sirett, and which included James Mathers and Stephen Redican from the Toronto office on the banking side and David Longcroft and Don Bird from the Vancouver office on real estate and banking, acted for TD Securities Inc., RBC Dominion Securities Inc. and Merrill Lynch Canada Inc., the lead arrangers and underwriters. Borden Ladner Gervais LLP's Bill Sirett and Eric Doherty also acted as Canadian counsel to the underwriters of the senior note offering.