Tenon to sell Clearwood – Rubicon in acquisition consortium

To: NZX From: Luke Moriarty
Telephone: 64-9-356 9800


Further information on Rubicon Limited can be viewed at the Rubicon web site, at http://www.rubicon-nz.com.






February 14, 2017 - Rubicon’s 60% owned subsidiary, Tenon Limited, today announced that it had
entered into an Agreement to sell its Clearwood operating business to a group of investors (the
Consortium) - please refer attached full announcement from Tenon.
The Consortium, a Limited Partnership, comprises a group of private NZ and US investors, and
Rubicon. Rubicon will retain a 50% (approximately) interest in the Consortium. Hugh Fletcher, the
Chair of the independent committee of the Rubicon Board dealing with the transaction, said:
“Rubicon is involved in the Consortium for several reasons. Firstly, to ensure that Tenon’s Strategic
Review is completed successfully, with an appropriate outcome for all shareholders. Secondly, we
have indirectly managed the Clearwood business for a long time and know it well. We are a
comfortable owner, but would rather own our Clearwood investment directly through a private
vehicle, than via a public entity. In this respect, the structure of the Consortium vehicle is such that it
allows full flexibility as to future ownership changes for its investors. Finally, Rubicon’s cash position
will improve by some US$10 million as a result of this transaction – from the receipt of our share of
the subsequent US$43 million (second) capital return that Tenon independent directors are
proposing, and also through the sell-down to a 50% shareholding position (currently ≈60% through
Tenon).
The transaction is obviously conditional on Tenon shareholder approval, however all things going to
plan it is scheduled to close on 28 April, 2017.”
EOF



Tenon to sell Clearwood –
Rubicon to participate in
acquisition Consortium

News Release
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Paul Gillard – General Counsel
& Company Secretary, Tenon Limited
Telephone: 64-9-368 4193

Information on Tenon Limited can be found at http://www.tenon.co.nz.
STOCK EXCHANGE LISTING: NEW ZEALAND (TEN)

Tenon signs Sale & Purchase Agreement over Clearwood business
February 14, 2017 - Tenon today announced that it had entered into a sale and purchase agreement
over its NZ-based Clearwood manufacturing and global sales operations (Clearwood). The purchaser
is Tenon Clearwood LP, which comprises a group of US and NZ private investors, and Rubicon (circa
50%) (the Consortium).
The purchase price is US$55 million payable in cash and is conditional on, amongst other things,
shareholders approving the sale at a Special Shareholders’ Meeting to be held on 20 March 2017
(refer attached appendix for key terms).
At the same meeting, Tenon will be proposing that (subject to the sale being approved by
shareholders) a (second) pro-rata capital return of US$43 million be made to shareholders on
closing. It is also proposed that Tenon will seek de-listing from the NZX Main Board and then for the
Company to proceed to undertake a voluntary liquidation and return of all residual surplus funds
(currently estimated to be a further US$5.8 million approximately) to shareholders. The capital
return will be conducted by way of a court approved process, as was the case with the capital return
following the sale of Tenon’s US business operations in December 2016.
The indicative timetable is for transaction closing and payment of the (second) capital return to
Tenon shareholders to occur on 28 April, 2017, and for the subsequent liquidation of the Tenon
Group to be commenced six months later (once the period for warranty claims under the sale and
purchase agreement has expired).
Given Rubicon is a member of the Consortium, the Consortium Offer has been considered and
negotiated by a sub-committee of the Tenon Board, comprising only the Tenon Independent
Directors (Messrs Eglinton and Walker). The Rubicon Directors on the Tenon Board (Messrs Kasnet,
Karaplis, and Moriarty) have had no involvement in the Company’s evaluation, consideration, or
negotiation of the Consortium Offer and did not vote on any matter in relation to the Offer.
Deutsche-Craigs ran an exhaustive sales process for Tenon, generating expressions of interest from
eight parties, domestic and international. Each was fully assessed and the Sub-Committee is
comfortable that the Consortium Offer provides the best price, terms and certainty of completion
that could have been negotiated with any of those parties.

In assessing these offers, the Sub-Committee took into account an estimated US$6 million (net of
cash) in transaction, wind-up and liquidation costs
1
. Approximately half of these costs have been or
will be incurred, regardless of whether this sale proceeds, as they relate to the final Blue Wolf
transaction closing or to the ‘right-sizing’ of Tenon under a continuing business scenario, with a
management structure appropriate for a smaller, Clearwood-only, Tenon business (a process already
underway with the elimination of the Asia-Pacific President and Group CFO roles).
Grant Samuel has been appointed by the Sub-Committee as Independent Advisor to Tenon
shareholders (other than Rubicon) on the transaction. Inclusive of costs
1
, they have valued
Clearwood (under a sale and subsequent liquidation of Tenon), at US$45.8 – US$56.3 million, or
NZ$1.99 - NZ$2.45 per share.
Assuming the above US$6 million estimated costs and no material Tenon bank debt to be repaid, the
total cash to be returned to Tenon shareholders under the sale of Clearwood and the subsequent
liquidation of the Tenon Group, will be approximately US$48.8 million, comprising US$43 million by
way of (second) capital return, with an additional (estimated) US$5.8 million in a subsequent
distribution once Tenon is liquidated.
Grant Samuel was also asked to value Tenon on a continuing basis, assuming no sale of Clearwood.
Under that scenario, they assumed that Tenon would re-leverage the Company and make an
immediate US$15 million pro-rata capital return to shareholders and determined that the value on a
continuing business basis in a range of NZ$1.74 – NZ$2.08 per share. This valuation includes a 15%
trading discount for the relative illiquidity of Tenon shares, on-going corporate costs to continue the
public entity, as well as US$3 million of one-off costs to right-size the continuing Tenon business
On 23 December 2016, Tenon announced that it had entered into exclusive negotiations with one
party with the intent of concluding a sale and purchase agreement over the Clearwood business. The
volume weighted average share price for the 4-month period prior to that announcement was
NZ$2.02 per share, and the share price on the day immediately prior to that announcement was
NZ$2.12. Given the Consortium Offer, which equates to NZ$2.12 net of costs (NZ$2.39 per share
before costs) is within Grant Samuel’s recommended sale and liquidation range and exceeds the
top end of the value range for a continuing Tenon business, and also given an extensive
investment bank-led process has been run, Tenon’s Independent Directors have accepted the
Consortium’s Offer and signed the sale and purchase agreement as being in the best interests of
Tenon shareholders.
Tenon said that all documentation (which would include a Notice of Meeting with full explanatory
notes and a detailed transaction and shareholder timeline, and a Grant Samuel Report) would be
distributed to shareholders in early March.
1 These costs include advisors’ fees relating to the sale, shareholder meeting materials, court fees, the termination of all Tenon corporate
staff, ‘run-off’ insurance, the appointment of liquidators, and the disposal and liquidation of all remaining assets and liabilities
2 This valuation is ‘current’, in that it has been updated for fx rates, current log prices, and related Clearwood earnings movements (refer
Tenon release of 3 February 2017).

Tenon Summary of Key Consortium Transaction Terms
1. Business being disposed of
Tenon’s NZ-based Clearwood manufacturing and related global distribution operations,
comprising the net assets (including working capital) of Tenon Manufacturing Limited and the
shares in Taupo Wood Solutions LLC, in a debt free transaction.

2. Consideration
US$55 million payable in cash. A future cash payment or receipt may occur if net working capital
on closing diverges from US$11 million by more than a US$250,000 band, in which case the
adjustment will be the amount outside the band.

3. Key conditions
The sale is subject to the satisfaction or waiver of certain conditions, including –
 The passing of Tenon shareholder resolutions approving the transaction
 Staff and contract transfers
 No material adverse change occurring in the Clearwood business prior to settlement

The conditions must be satisfied by 3 April 2017 (other than the material adverse change
condition which runs to settlement).

If the conditions are satisfied, settlement is set down for 28 April 2017.

4. Potential termination events
In addition to the conditions, the Consortium can also terminate the transaction if –
 The Tenon Board withdraws its recommendation
 Tenon breaches its obligations in relation to non-solicitation of alternative transactions
 There is extensive damage to the Taupo plant after signing.

Tenon can also terminate the transaction if it is entering into an unsolicited alternative
transaction as a result of the Tenon Board determining that it is required to do so in order to
comply with its fiduciary duties.

Tenon must pay a termination fee of US$1.65 million if –
 It terminates the Sale and Purchase Agreement in order to enter into an alternative
transaction, or
 The Consortium terminates the Sale and Purchase Agreement because the Tenon Board
has withdrawn its recommendation of the sale

Tenon must reimburse the Consortium’s costs and expenses in the amount of US$500,000 if
Tenon shareholders vote against the sale.

5. Representations and warranties
The Sale and Purchase Agreement contains a typical set of representations and warranties
concerning Clearwood. Any and all claims must be brought within six months of closing. Other
than for breaches of fundamental representations (e.g. title to assets), all claims under the Sale
and Purchase Agreement are capped at an aggregate US$1 million.
Ends

FORWARD-LOOKING STATEMENTS
There are forward-looking statements included in this document. As forward-looking statements are predictive in nature, they are subject to a
number of risks and uncertainties relating to Tenon, its operations, the markets in which it competes and other factors (some of which are beyond
the control of Tenon and Rubicon). As a result, actual results and conditions may differ materially from those expressed or implied by such
statements. In particular, Tenon's operations and results are significantly influenced by the level of activity in the various sectors of the economies
in which it competes, particularly in New Zealand, Europe, and North America. Fluctuations in industrial output, commercial and residential
construction activity, capital availability, housing turnover and pricing, levels of repairs, remodelling and additions to existing homes, new housing
starts, relative exchange rates, interest rates and profitability of customers, can each have a substantial impact on Tenon's results of operations and
financial condition. Other risks include competitor product development, product demand and pricing, input costs and customer concentration risk.