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[Weston & E.B. Eddy have been the targets of protests by members of the Ontario Public Interest Research Group (OPIRG), since last January. E.B. Eddy and its subsidiaries use wood from wilderness areas such as Temagami, Algoma Highlands, the Lower Spanish and Algonquin Park. - M.B.] Wednesday 17 June 1998 Domtar swallows E.B. Eddy Weston sheds subsidiary founded 145 years ago in Ottawa-Hull Kristin Goff The Ottawa Citizen Dennis Leung, The Ottawa Citizen / Domtar and E.B. Eddy: List of operations - Paper, Wood products, Market Pulp, Packaging Montreal-based Domtar Inc. plans to buy E.B. Eddy Ltd. in an $803-million deal that will create the largest producer of fine paper products in Canada. Eddy, which began operations in Ottawa-Hull 145 years ago, is a subsidiary of George Weston Ltd., which announced nearly a year ago that it wanted to shed its forestry product subsidiary to concentrate on its food merchandising business. Raymond Royer, Domtar president and chief executive, said yesterday the Eddy operations are "an ideal fit" for Domtar because they complement its paper and wood products operations with relatively little overlap. "We foresee significant synergies that will allow us to provide improved benefits for both our customers and our shareholders," said Mr. Royer. Improvements will come in a variety of areas, including purchasing, administration and distribution, he said. The acquisition will make Domtar the leading producer of fine papers, including coated papers for business and commercial use, in Canada and the seventh-largest in North America. The combined company will also be among the top five lumber producers in Canada. Domtar has 4,700 employees and had sales of about $1.9 billion last year. Eddy, with about 3,300 employees in North America, including 420 in Ottawa-Hull, is one of Canada's largest speciality paper manufacturers. Its 87-year-old mill at Chaudiere Falls in the Ottawa River has undergone recent major changes that increased its efficiencies and profitability. Eddy, with sales of $956 million last year, has three paper mills, one pulp mill and five sawmills in Canada and a paper mill in the United States. Domtar initially plans to operate E.B. Eddy as a separate division but will work with Eddy officials to find ways to make the combined company "more efficient and productive," Mr. Royer said. He declined to speculate on layoffs. He told reporters that, based on past experience, the potential savings over the next year might be $30 million to $90 million for the merged company, which will have combined sales of almost $3 billion. Domtar said the purchase agreement includes $435 million in cash and $368 million in Domtar common shares to be issued to George Weston Ltd., giving Weston a 19-per-cent share ownership in Domtar. An additional provision includes a purchase price adjustment of as much as $120 million, payable in the event someone buys more than 50 per cent of Domtar's shares. Weston, the majority owner of the Loblaw supermarket chain, late last summer announced plans to spin off its Eddy subsidiary into a separate, widely held, public company. It suggested an initial public offering of shares would be worth as much as $1 billion. The IPO was shelved in November, partly because forestry product share prices were hard hit by Asian financial problems. By early May, shortly before the latest market slide began, Weston said it planned to revive its public offering this spring. But it never happened. Ross Stairs, manager of E.B. Eddy's Ottawa-Hull plant, said he was "surprised" by the Domtar takeover, but he characterized it as a good deal. "Domtar is a company that's been around for a long time," Mr. Stairs said. "It is considered to be a good company in the industry and we think we can do very well with Domtar." He said there might be "some small overlap" in certain speciality paper products Eddy produces at its Ottawa-Hull mill and which Domtar produces at its St. Catharines and Cornwall mills. No plants are expected to be closed, he said, and for the most part, the operations produce for different markets. Analysts agreed. "I don't expect any large layoffs," said Herve Carreau, a forestry analyst with CIBC Wood Gundy in Montreal. "These businesses are complementary and, to my knowledge, E.B. Eddy has quite efficient operations. So I don't see any need for cost-cutting." The deal could benefit Eddy by making it part of a stronger organization, with greater ability to tackle markets and fund expansion, he said. "They will probably have more opportunity than if they went the IPO route." Weston had hoped for $1 billion from a public offering, but the $803 million it got "is in the ballpark" for current conditions, said William Chisholm of Deacon Capital in Toronto. Problems in Asian economies have created soft markets for lumber and forestry products and share prices have been on a slide. "The fundamentals of the forestry products are not that good," he said. Trading in shares of both companies on the Toronto Stock Exchange was halted before the announcement. Before the halt, Weston shares rose $1 to $54, their highest level in three months. Domtar fell 20 cents to $10.30. The deal, which is subject to regulatory approval, could be finalized within 60 days, Mr. Royer said. --- OPIRG-Carleton Forestry Working Group 326 Unicentre, Carleton University, 1125 Colonel By Drive, Ottawa, Ontario K1S 5B6 Canada +1 613 520-2757 (tel), +1 613 520-3989 (fax), opirg@carleton.ca (internet)
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