26 Mar 2001
Norske Skog: Restructuring in Canada

Norske Skog Canada Ltd., where Norske Skog has a 50.8 % shareholding, has entered an agreement to acquire Pacifica Papers. The combined company will be the third largest producer of newsprint and other wood-containing papers in North America, with annual pulp and paper capacity of 2.7 million tonnes and pro forma revenue of CAD 2.5 billion (NOK 15 billion) in 2000. The acquisition is recommended by the board in Norske Skog and the boards of Norske Skog Canada (NSCL) and Pacifica. It is subject to final approval by shareholder meetings in NSCL and in Pacifica. The board of NSCL has also proposed to pay a special contribution of CAD 12 per common share. Norske Skog’s share of this contribution, approx. NOK 4.5 billion (CAD 750 million), will be used for downpayment of debt.

– Through this deal, we do an important restructuring of the paper industry in British Columbia, just a few months after we acquired the majority shareholding in NSCL, said Jan Reinås, CEO of Norske Skog.- There has been a significant profit improvement in NSCL over the last quarters, and the combination of NSCL and Pacifica will further increase this potential. The acquisition of Pacifica will add value to our shareholders, Jan Reinås said.

– A combination of NSCL’s and Pacifica’s activities offers significant synergies of approx.CAD 60 million, said Russell J. Horner, president of Norske Skog Canada.

The combined company, which shall retain the name Norske Skog Canada, will be the leading producer of publication paper on the west coast of North America. Norske Skog will be the biggest shareholder in NSCL, and NSCL’s strong affiliation with Norske Skog will continue, among other things with exchange of best practice. The bid from NSCL indicates a value of around USD 700 per tonne for Pacifica’s assets, which is an attractive price. The transaction is expected to be earnings accretive in the first 12 months following the combination.

The shareholders of Pacifica will be offered 2.1 shares in NSCL for each Pacifica share, alternatively 1 share in NSCL plus CAD 7.50 in cash. Norske Skog will have around 36 % of the shares in the combined company. The deal is expected to close in June 2001, and NSCL will be treated as an affiliated company in Norske Skog’s consolidated accounts as from 3rd quarter of 2001.

NSCL has arranged loan facilities to finance the special contribution of CAD 12 per share, and to repay Pacifica’s existing bank loans.

Pacifica Papers was formed in 1998 and comprises two paper mills formerly owned by Mac Millan Bloedel in British Columbia, at Port Alberni and Powell River. The two mills have a total capacity of nearly 700,000 tonnes of newsprint/other uncoated groundwood paper, and 200,000 tonnes of LWC magazine paper. Pacifica is the only producer of LWC on the west coast of North America, and has done major upgrading investments on their mills. In 2000, Pacifica recorded sales of CAD 858 million, operating profit of CAD 99 million and net profit of CAD 21 million.





Press release NSCL

Oxenøen, March 26, 2001

NORSKE SKOG

Corporate Communications


For further information:
Media:
Mr Jan Oksum, SVP Strategy, phone + 47 6759 9000
Ms Hanne Aaberg, VP Corp. Communications, phone + 47 6759 9000/+ 47 913 51 681

Financial markets:
Mr Jan Kildal, SVP & CFO, phone + 47 6759 9000
Mr Jarle Langfjæran, VP Investor Relations, phone + 47 909 78 434