Louisiana-Pacific Corporation (LP), a Nashville-based manufacturer of wood building materials, said Wednesday it has agreed to buy Canadian rival Ainsworth Lumber for $1.1 billion, including assumed debt.
LP is paying about $3.58 in cash and stock for each share of Vancouver-based Ainsworth, which makes oriented strand board (OSB)—an engineered particle board made from strands of wood. That price represents a premium of roughly 30 percent over Ainsworth's Tuesday closing price. The deal—which is subject to the approval of regulators as well as at least 66.6 percent of Ainsworth shareholders—is expected to close by the end of the year. Private equity firm Brookfield Asset Management has agreed to vote its 54 percent Ainsworth stake in favor of the deal, which will come in front of all Ainsworth shareholders at a special meeting in October.
LP also makes OSB along with other wood building materials used for construction purposes, such as structural frames and exterior siding. The buyer said it will look to expand its product portfolio and geographic reach with the addition of Ainsworth's four OSB manufacturing sites in Canada, which serve markets across North America and Asia.
Jones Day is lead counsel to LP on the acquisition with a team led by Dallas-based M&A partner Mark Betzen, who has advised the company on a number of past finance matters including a $350 million exchange offer of senior notes last year.
Stikeman Elliott is serving as Canadian counsel to LP. Stikeman's team includes M&A partners Steeve Robitaille, Pierre-Yves Leduc, Pierre Raymond, John Anderson, and Jennifer Honeyman. Tax partner Luc Bernier, competition head Paul Collins, and competition partner Jeffrey Brown are also advising. Associates on the deal are Corine Di Maria, Julien Lefebvre, Taylor Little, Hadrien Montagne, Ashley Piotrowski, and Zev Zelman.
A team from Orrick, Herrington & Sutcliffe is also advising LP as U.S. antitrust and regulatory counsel. IP partner Robert Reznick, white-collar partner Pamela Davis, antitrust partner David Smutny, and antitrust of counsel Patricia Zeigler are working on the matter for Orrick. Associates on the matter for Orrick are Meg Hennessy, Ross Paolino, and Ryan Quillian.
Skadden, Arps, Slate, Meagher & Flom is advising Ainsworth on the sale, while Goodmans is serving as Canadian counsel. Skadden's team includes Toronto-based corporate partner Christopher Morgan as well as antitrust partner James Keyte and antitrust counsel Kenneth Schwartz in New York. In Washington, D.C. partner Charles Walker and counsel Andrew Lawrence are advising on FCPA and regulatory matters.
A Goodmans spokeswoman did not immediately respond to a request for information on the firm's deal team.
Thursday was a busy M&A day for Skadden, which also advised Tokyo-based Otsuka Pharmaceuticals on its $886 million purchase of U.S. drug company Astex Pharmaceuticals, which was represented by Wilson Sonsini Goodrich & Rosati.
Meanwhile, Jones Day also doubled up on deals, advising The Timken Company on the spin-off of its steel business from its power transmission unit—creating two publicly traded companies with estimated annual revenues of nearly $1.7 billion and $3.4 billion, respectively.