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The Year
of the TAKEOVER
By Paul MacDonald

The past year was a time of surprise as
lumber markets experienced a short-lived boom and consolidation in the Canadian forest
industry continued at a rapid pace. During the summer, lumber prices hit a peak of $435
(US) per thousand board feet and prices for panel products, such as oriented strand board,
reached highs of $355 per thousand square feet. That was welcome news for mills and the
forest companies, but towards the end of the year, prices had fallen and settled in at
lower levels. For logging contractors and industry suppliers, the takeovers and mergers in
the forest industry usually mean far more than just a different corporate name on their
pay cheques.
For as much as the acquiring companies may say there will be little
change in the way things work on a day to day basis, each company has its own unique way
of operating. That usually means reviewing existing operations to see how they can operate
leaner. One of the biggest surprises of the year came in the summer when Weyerhaeuser
announced that it would be taking over for est industry icon MacMillan Bloedel, a deal
that was finalized in October. Until then, it was thought that MacBlo would be one of the
companies doing the acquiring, rather than being acquired. From Weyerhaeuser's
perspective, the move is a good fit
for its Canadian operations, complementing the mills and timber rights the company holds
in the BC Interior and in Alberta and Saskatchewan. Also in British Columbia, Canfor took
over Prince George based Northwood Inc and its sawmills and pulp mill in a $635 million
deal. Louisiana Pacific was also busy in BC, doing a deal to take over Evans Forest
Products, a lumber and engineered wood products producer in southeastern BC. The takeovers
in the forest industry reflected a general consolidation trend in North American business.
A report by Canadian merchant bank Crosbie & Co. tallied 954 transactions with a
whopping dollar value of $105.2 billion during the first nine months of 1999 alone. In the
paper and forest products sector of the Toronto Stock Exchange, there were 30
deals-takeovers or mergers-with a value of $9.4 billion in the first nine months of 1999.
This pace is much higher than when there were 19 deals with a value
of $5.5 billion in the same period. James Lorimer, a partner at Crosbie & Co., says
activity quickened in the resource sector in the third quarter. Analysts generally point
to three major reasons for the continuing consolidation trend-relatively low interest
rates, companies actively looking for ways to cut costs and improve efficiencies and the
well established globalization of business. What is the outlook for 2000? "We see
continued strong merger and acquisition activity in the resource sector," says
Lorimer. One of the big stories of the year was the prolonged battle for Quebec based
Groupe Forex, the largest producer of oriented strand board in Canada. OSB prices were on
a tear in 1999, thanks to healthy new home construction in the United States and a booming
American economy. Both Louisiana Pacific and Boise Cascade were after Forex, with LP
eventually winning the day with a bid of $760 million (US).
Even though his firm was predicting half a dozen forest industry
deals would be done in 1999, Pricewaterhouse Coopers forestry partner Craig Campbell said
he could not recall a year with so much takeover and consolidation activity. A close
runner-up would be the late 1980s when MacMillan Bloedel was put in play, with then BC
Premier Bill Bennett announcing with great bravado that "BC was not for sale".
"What a change we've seen since then," says Campbell. "We had an NDP
Premier, Glen Clark, who said Weyerhaeuser taking over MacMillan Bloedel was a great deal.
"Politics aside," Campbell added, "the business community and all the
stakeholders now realize that we are in a global market and BC is a global player."
The sheer number of consolidations and takeovers during the year may have left some
industry people with their heads spinning, but Campbell noted that "it's in sync with
what's happening in the forest industry in the US, Scandinavia and Japan". The big
international deal of the year was International Paper taking over Union Camp in a $7.9
billion (US) deal.
Campbell agreed that the interest in Groupe Forex was driven mainly
by the expanded market share oriented strand board has taken in the panelboard market.
"If you could have got inside Louisiana Pacific's boardroom, they would have been
talking about how the Forex deal represented an opportunity to get in the market at a
relatively good price and ramp up their OSB production capabilities." At one point,
with their share prices being quite beaten up, Canadian forest companies looked very
attractive to American companies, especially with the
low value of the Canadian dollar. That scenario changed over the course of the year,
however, with the share prices of some companies tripling compared to their lows. That
said, Campbell says there are still some attractive and undervalued companies out there,
but he declined to mention particular companies. But he believes there are more deals to
come-in the order of two to three the size of the Canfor Northwood deal-in the Canadian
forest industry in 2000. Internationally, Pricewaterhouse Coopers believes the industry is
only two to three years away from having a $50 billion player. International Paper Union
Camp now stands at about $25 billion. Campbell says he has a cautious outlook for 2000,
and will be watching closely where pulp and lumber prices go. But he added that he has
concern that the industry may be repeating past mistakes with the rush to add OSB
capacity. It is very similar to the moves the forest companies make to add pulp capacity,
when prices are high, only to find that the market is then flooded with product. At the
other end of the country, Francois Perrault, senior analyst, paper and forest products in
Merrill Lynch's Montreal office, said he began the year looking at what industry giant
MacMillan Bloedel might be doing in terms of acquisitions.
Like most industry observers, the Mac Blo/Weyerhaueser deal
basically came out of the blue for Perrault. The Groupe Forex deal was not a surprise,
however, he said. "It was the right time to put an OSB company into play," with
the market for OSB being hot. Perrault noted that while the stock mar ket valuations of
Canadian forest companies might look inexpensive compared to American companies, they are
not far off the valuations of similar companies in Scandinavia and South America.
The American forest companies have benefited from a very healthy
growth in their stock market over the past few years. Perrault also predicted that more
consolidation is to come in 2000. He said the expiry of the Softwood Lumber Agreement in
March 2001-as well as what starts to emerge around renewing or replacing the
agreement-will be a "dominant theme" in what happens in the industry. He added
that its possible that cross border consolidation-meaning interest in Canadian forest
companies outside of the United
States-could occur. Vancouver forest industry consultant Russell Taylor agreed on the
surprise of the MacBlo/Weyerhaeuser deal. "That was a classic. It came out of left
field." He noted that Weyerhaeuser started negotiating with MB on their packaging
plants. "That was the carrot that got the deal going." Taylor said there had
been expectations that consolidation would occur in the BC industry, but the poor
provincial economy and a weak Japanese lumber market had held this back. In recent years,
the BC forest industry has been an extremely poor place to invest, he added, but recent
deals indicate that may be changing. This is in spite of a government forestry policy that
has been punishing to the industry.
Taylor foresees steady activity in the next year, saying there is
potential for another "blockbuster deal" in BC in particular. Investors seem to
be looking for "pure plays", companies that are focused on one segment of the
market, such as lumber or OSB. "There are opportunities for some of the forest
conglomerates to be broken up." Taylor said the moves going on in the Canadian forest
industry are part of a broader trend toward change worldwide in the industry, including
the emergence of e-commerce and consolidation on the distribution side. In terms of the
leading lumber producers, "the pecking order is changing". Mark Kennedy, forest
industry analyst for TD Securities, said the consolidation trend will continue as the
industry works to achieve a return on equity of 15 per cent. Company CEOs favour mergers
and acquisitions, he says, rather than greenfield startups because the startups have not
been delivering high enough returns. Most of the recent consolidation has been going on in
what Kennedy terms a "regional basis", within North America or Europe, and that
might become more international. Kennedy said there is speculation that StoraEnso, which
has done a lot of deals in Europe, may start to look to North America. Roy McIntosh,
national director of the forest industry practice group at KPMG, also said the industry
could easily see an outside player, from Scandinavia for example, enter the picture.
"There are some companies in Sweden that are fairly big and are looking to expand
beyond their traditional areas." This would more likely be on the pulp side than
solid wood, however, he said. "I certainly don't think the consolidation in the
industry is over," says McIntosh.
There may be some opportunities-though they might not be on as big a
scale-for further consolidation in BC as the pioneer sawmilling families review whether
they want to stay in the industry, he noted. The degree of consolidation activity during
the year did not surprise McIntosh. "The only surprise that caught most people off
guard was the Weyerhaeuser/MacMillan Bloedel deal," he said. "It was more than
what we expected." The bidding war and resulting purchase of Groupe Forex by
Louisiana Pacific reflected the "revolutionary and extraordinary" manner in
which oriented strand board has taken a dominant share in the panelboard market, he says.
He noted that OSB has gone from a small share-10 to 20 per cent of the market-to a large
share of over 50 per cent of the panelboard market in a relatively short period of time.
There were great fears-four or five years back about the amount of
OSB production coming on stream. But thanks to a buoyant housing market in the US, which
has readily absorbed OSB as an alternative to plywood, it has taken off. "But if the
North American housing market goes sour, OSB will have some difficulties," says
McIntosh. With the amount of additional OSB planned or going ahead, there are fears of
another glut in the future. |