GreenFirst Forest Products Inc. (TSXV: GFP) ("GreenFirst") is pleased to announce that it has entered into a binding asset purchase agreement (the "Agreement") dated April 10, 2021 pursuant to which a wholly-owned subsidiary of GreenFirst (the "Purchaser") has agreed to acquire a portfolio of forest and paper product assets (the "Purchased Assets") from Rayonier A.M. Canada G.P. and Rayonier A.M. Canada Industries Inc. (collectively, "RYAM"), each a subsidiary of Rayonier Advanced Materials Inc. (NYSE: RYAM), which is arm's length to GreenFirst. The Purchaser is acquiring the Purchased Assets for a purchase price of US$140 million plus the value of the inventory on-hand at the time of closing, reflecting an aggregate purchase price expected to be approximately US$214 million (the "Purchase Price") which is payable approximately 85% in cash and approximately 15% in common shares in the capital of GreenFirst (each a "Common Share"). In addition, a chip offset credit note will be issued to RYAM by the Purchaser, in the amount of C$7.9 million which may be set off against amounts owing to GreenFirst for chip purchases equally over the next five years (the "Set-off Note").
Rayonier Advanced Materials Inc. (NYSE: RYAM) ("RYAM"), a global leader in high purity cellulose pulp, and GreenFirst Forest Products Inc. (TSXV: GFP) ("GreenFirst"), a Canadian lumber company, announced today that the parties have entered into a binding asset purchase agreement (the "Agreement") pursuant to which RYAM has agreed to sell all of its lumber and newsprint facilities and related assets located in Ontario and Québec. (the "Purchased Assets") to GreenFirst for an expected purchase price of approximately US$214 million including inventory on hand at the time of closing (the "Purchase Price") which is payable approximately 85% in cash, 15% common shares of the capital of GreenFirst. In addition, a chip offset credit note will be issued to RYAM by GreenFirst in the amount of CDN$7.9 million, which may be set off against amounts owing to GreenFirst for chip purchases, equally over the next 5 years. Notably, RYAM will retain all of the cash generated by the Purchased Assets plus all softwood lumber duties, including earned interest on the duties, paid to the U.S. Department of Commerce through the closing date. RYAM estimates the duties to be approximately $110 million at the time of closing.
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