April 12, 2021 - Rayonier Advanced Materials and GreenFirst Forest Products Inc. (TSXV: GFP), 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.
The Purchased Assets:
RYAM and GreenFirst have also agreed to a 20-year residual fiber supply agreement to meet the continued fiber sourcing needs of RYAM's High Purity Cellulose, High Yield and Paperboard operations in Temiscaming, Québec.
"This is a tremendous opportunity," said Paul Rivett, Incoming Chairman of GreenFirst Forest Products and Chairman of NordStar Capital. "This represents a large step forward to our previously announced strategy of building GreenFirst as focused on lumber, newsprint and forestry investments. We are excited to be expanding our manufacturing footprint through this investment and to beginning a new chapter with all of Rayonier Advanced Materials' sawmill and forestry employees in Ontario and Québec."
Paul Boynton, President and CEO of Rayonier Advanced Materials, commented, "The sale of the lumber and newsprint businesses allows us to divest non-core assets at an attractive valuation and positions Rayonier Advanced Materials to further invest in the earnings growth of our core High Purity Cellulose assets and its biofuture while also reducing overall debt. Through our ongoing ownership in GreenFirst, we expect to participate in further upside while maintaining optionality to monetize at an appropriate time.
"I want to personally thank the lumber and newsprint management team and employees for their dedicated work for Rayonier Advanced Materials. We wish them well as they begin a new chapter with GreenFirst," Boynton added.
The closing of the Agreement, which is expected to occur in the second half of 2021, but not prior to July 31, is subject to customary closing conditions, including receipt of regulatory approvals, the transfer of forestry licenses and the approval of the TSX Venture Exchange.
Rayonier Advanced Materials Inc. (NYSE: RYAM) is a global leader of cellulose-based technologies, including high purity cellulose specialties, a natural polymer commonly found in filters, food, pharmaceuticals and other industrial applications. The company also manufactures products for lumber, paper and packaging markets. To learn more, visit: www.rayonieram.com.
SOURCE: Rayonier Advanced Materials Inc.
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