Stella-Jones closes $876.5 mln buyout of top shareholder

Montréal-based wood products company Stella-Jones Inc (TSX: SJ) has closed an $876.5 million secondary offering and private placement that bought the remaining interest held by its principal shareholder, Stella Jones International SA.

The deal, announced in July, included a $533 million private placement through which shares were sold to British Columbia Investment Management CorpCaisse de dépôt et placement du QuébecFonds de solidarité FTQGPI CapitalOntario Municipal Employees Retirement System and President and CEO Brian McManus.

Following the transactions, founding partners Tom Bruce Jones and Gianni Chiarva stepped down as chairman and vice-chairman.

Stella-Jones’ pressure-treated wood products are used by railroad operators, electrical utilities and telecommunications companies.

PRESS RELEASE

Stella-Jones Inc. Announces Closing of Secondary Public Offering and Private Placement by Stella Jones International S.A.

MONTREAL, Aug. 14, 2018 (GLOBE NEWSWIRE) — Stella-Jones Inc. (TSX: SJ) (“Stella-Jones” or the “Company”) announced today that Stella Jones International S.A. (“SJ International”) has completed its previously announced secondary public offering pursuant to which SJ International sold, on a bought deal basis, to a syndicate of underwriters, led by TD Securities Inc., as sole bookrunner, 8,445,911 common shares of the Company at a price of $40.63 per common share (the “Public Offering”), as well as its previously announced private placement pursuant to which SJ International sold to British Columbia Investment Management Corporation (BCI), the Caisse de dépôt et placement du Québec, the Fonds de solidarité FTQ, GPI Capital, OMERS, the defined benefit pension plan for Ontario’s municipal employees, and the Company’s President and Chief Executive Officer, Brian McManus, an aggregate of 13,126,925 common shares of the Company at a price of $40.63 per common share (the “Private Placement”). TD Securities Inc. acted as sole bookrunner and sole agent on the Private Placement. The Company did not receive any proceeds from the Public Offering or the Private Placement.

Following closing of the transactions, Tom A. Bruce-Jones resigned as Chairman of the Board and director and Gianni Chiarva resigned as Vice-Chairman of the Board and director of the Company.

“The company that we founded 25 years ago is now opening a new chapter and we would like to thank all our employees, suppliers, customers and shareholders for helping us to create a leading North American wood treatment company. We remain incredibly proud of what everybody has achieved, and we know the company will build upon this platform for the future,” said Tom A. Bruce-Jones and Gianni Chiarva jointly, on behalf of Stella Jones International S.A.

“On behalf of Stella-Jones, I would like to thank Tom and Gianni for their dedication and vision and wish them success in all their future endeavors,” said Brian McManus, President and Chief Executive Officer of Stella-Jones.

This news release is not an offer of securities for sale in the United States. The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and accordingly are not being offered for sale and may not be offered, sold or delivered, directly or indirectly within the United States, its possessions and other areas subject to its jurisdiction, except pursuant to an exemption from the registration requirements of that Act.

ABOUT STELLA-JONES
Stella-Jones Inc. (TSX: SJ) is a leading producer and marketer of pressure treated wood products. The Company supplies North America’s railroad operators with railway ties and timbers, and the continent’s electrical utilities and telecommunication companies with utility poles. Stella-Jones also manufactures and distributes residential lumber and accessories to retailers for outdoor applications, as well as industrial products for construction and marine applications. The Company’s common shares are listed on the Toronto Stock Exchange.

Contacts:

Éric Vachon, CPA, CA
Senior Vice-President and Chief Financial Officer
Tel.: (514) 940-3903
evachon@stella-jones.com

Pierre Boucher, CPA, CMA
Jennifer McCaughey, CFA
MaisonBrison Communications
Tel.: (514) 731-0000
pierre@maisonbrison.com
jennifer@maisonbrison.com