Tricap Management Limited


Jan 30, 2009 15:48 ET

Tricap Management Limited Acquires Common Shares and Non-Voting Shares of Western Forest Products on Closing of Rights Offering

TORONTO, ONTARIO--(Marketwire - Jan. 30, 2009) - Tricap Management Limited ("Tricap") today announced that it has acquired 4,303,788 additional common shares and 254,374,654 non-voting shares of Western Forest Products Inc. ("Western") (TSX:WEF) in connection with the closing of Western's previously announced rights offering (December 1, 2008). The value of the consideration paid by Tricap was $0.19 per share. The shares were acquired from treasury on the closing of Western's rights offering. Following the closing of the rights offering, Tricap holds an aggregate of 63,026,544 common shares and 338,945,860 non-voting shares of Western, representing 49% and 100% of Western's issued and outstanding common shares and non-voting shares, respectively.

The shares acquired by Tricap include an aggregate of 236,500,018 shares of Western that are beneficially owned by Brookfield Asset Management Inc. ("Brookfield Asset Management") and its affiliates and associates on a consolidated basis ("Brookfield"). Following the rights offering, Brookfield beneficially owns 49,124,547 common shares and 300,028,286 non-voting shares representing approximately 38% and 89% of the issued and outstanding common shares and non-voting shares of Western.

Tricap holds the shares for investment purposes. Tricap will continue to review its investment alternatives and may acquire additional shares of Western or may, subject to applicable securities laws, sell the shares it now holds in the open market or in privately negotiated transactions to one or more persons.

Tricap acquired the shares pursuant to the exercise of rights issued by Western in connection with a rights offering made by Western pursuant to a prospectus dated December 1, 2008. Although Tricap entered into a standby agreement with Western dated December 1, 2008 pursuant to which Tricap had agreed to purchase all shares which were not subscribed for under the rights offering, due to the exercise of the additional subscription privilege by rightholders, including Tricap, it was not necessary for Tricap to purchase shares pursuant to the terms of the standby purchase agreement.

Tricap will exercise control and direction over the shares acquired pursuant to the terms of a co-investment agreement entered into between Tricap Management Limited and each of the investors in the Tricap Restructuring Fund.

Tricap Management Limited was established by Brookfield Asset Management to provide a source of patient, long-term capital and strategic assistance to companies experiencing financial or operational difficulty. With strong industry and financial management expertise, Tricap is well positioned to assist these companies in reaching their full potential. Tricap Management Limited is manager for and on behalf of the Tricap Restructuring Fund. Tricap's address is Brookfield Place, Bay-Wellington Tower, 181 Bay Street, Suite 300, P.O. Box 771, Toronto, Ontario, M5J 2T3.

Note: This press release contains forward looking information, including "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "may", "will", "anticipated" and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters identify forward looking statements. Reliance should not be placed on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which may cause Tricap's investment in Western's equity to differ materially from the description of the investment expressed or implied by such forward-looking statements. Factors that could cause actual holdings to differ materially from those set forward in the forward looking statements include lack of approval by Western's shareholders for a new class of non-voting shares Tricap undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

For more information, please contact

Tricap Management Limited
Denis Couture
(416) 956-5189
Email: dcouture@brookfield.com