DALLAS, TX, March 29 /CNW/ - HBK Master Fund L.P. ("HBK") announced today that it has agreed to sell 14,905,712 common shares (the "Shares") and warrants to acquire 10,094,288 common shares (the "Warrants" and, together with the Shares, the "Purchased Securities") of Ainsworth Lumber Co. Ltd. for an aggregate purchase price of C$56,250,000, or C$2.25 per Purchased Security, in a privately negotiated transaction. Each Warrant is (subject to anti-dilution provisions) exercisable at any time for one Ainsworth common share without payment of further consideration.
Completion of the transaction is subject to, among other things, approval under the Competition Act (Canada) and the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 and customary closing conditions.
The Shares and the common shares underlying the Warrants represent approximately 24.5% of the issued and outstanding common shares of Ainsworth on a fully diluted basis (excluding warrants not currently exercisable for common shares). Following completion of the transaction, HBK will own an aggregate of 7,043,458 common shares of Ainsworth, representing approximately 6.9% of Ainsworth's current issued and outstanding common shares on a fully diluted basis (excluding warrants not currently exercisable for common shares).
HBK's agreement to sell the Purchased Securities was made in the ordinary course of HBK's investment activities. HBK may in the future dispose of all or part of the Ainsworth securities it holds, or continue to hold all or part of such securities, in each instance based upon factors including, without limitation, Ainsworth's financial position and strategic direction, actions taken by Ainsworth's board of directors, price levels of the securities, other investment opportunities available to HBK, regulatory restrictions, conditions in the securities markets and general economic and industry conditions. While HBK has no current plan or proposal which relates to, or would result in, acquiring ownership or control over additional securities of Ainsworth, HBK's intentions could change in the future based on any or all of the above factors.
A copy of the early warning report in respect of the sale will be available at www.sedar.com.For further information: or a copy of the report, please contact: Jon L. Mosle, HBK Master Fund L.P., c/o HBK Services LLC, 2101 Cedar Springs Road, Suite 700, Dallas, Texas, 75201, Tel: (214) 758-6107