Video: Weyerhaeuser Purchases Company, Looks At Cellulose Fibers Business

[syndicaster id=’6064235′]

SEATTLE, Wash. (Press Release) – Weyerhaeuser Company (NYSE: WY) and Plum Creek (NYSE: PCL) today announced they have entered into a definitive agreement to create the world’s premier timber, land and forest products company with more than 13 million acres of the most productive and diverse timberland in the U.S. At closing, the combined company is expected to have an equity value of $23 billion based on current share prices. The combined EBITDA for both companies in 2014 was $2.2 billion.

Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, Plum Creek shareholders will receive 1.60 shares of Weyerhaeuser for each share of Plum Creek held. This fixed exchange ratio represents an implied premium of 13.8% to the 30-trading-day Volume Weighted Average Price ratio of Plum Creek shares to Weyerhaeuser shares. Following closing, Weyerhaeuser and Plum Creek shareholders will own approximately 65% and 35%, respectively, of the combined company’s common stock. Weyerhaeuser intends to execute a $2.5 billion share repurchase shortly after closing. The repurchase will result in a net financial impact on the company that is as if the deal were structured with approximately 70% stock and 30% cash. The combined company expects to maintain Weyerhaeuser’s current annual dividend of $1.24 per common share, representing a 13% dividend increase to the dividend currently received by Plum Creek shareholders.

“With an extraordinary set of combined assets and the proven value creation records of both Weyerhaeuser and Plum Creek, the combined company will offer a compelling opportunity for shareholders,” said Rick R. Holley, chief executive officer for Plum Creek. “These two companies are already best-in-class timberland managers with a relentless focus on sustainable resource management. The breadth and diversity of our combined land and timber assets uniquely position the new company to capitalize fully on the improving housing market, continue to capture Higher and Better Use land values across the combined portfolio, and create additional opportunities to build lasting value. Doyle Simons and I share a commitment to disciplined capital allocation and sustained value creation, and I look forward to working together as we build a great new company.”

“We’re excited to combine the two leaders in our industry to create the world’s premier timber, land and forest products company,” said Doyle R. Simons, president and chief executive officer of Weyerhaeuser. “This new company will create tremendous benefit for shareholders as we drive value through shared best practices, economies of scale, cost synergies, operational excellence and disciplined capital allocation. Our customers and employees will also benefit as we form a winning team with common values and unparalleled expertise in timber, land and manufacturing. I have the utmost respect for Rick Holley and the Plum Creek team and look forward to working together to successfully integrate these two outstanding companies.”

The merger of Weyerhaeuser and Plum Creek creates a winning combination with:

The largest private ownership of timberland in the U.S.
More than 13 million acres of diverse, productive forests
The ability to drive performance through shared best practices and economies of scale
A unique ability to capitalize on the housing recovery
Significant Higher and Better Use potential across the combined portfolio
A best-in-class management team
A recognized commitment to sustainable resource management
Low-cost manufacturing assets
A strong balance sheet and a commitment to an investment grade credit rating
Anticipated annual cost synergies of $100 million
Accretion to per-share Funds Available for Distribution in the first full year following closing
An attractive dividend
A disciplined approach to capital allocation
Rick Holley will serve as non-executive chairman of Weyerhaeuser’s board, which will be expanded to 13 directors. Eight directors will be from Weyerhaeuser (including Simons) and five directors will be from Plum Creek (including Holley).

Doyle Simons will serve as president and CEO of the combined company. Upon closing, the executive team will include:

Rhonda Hunter, Senior Vice President, Timberlands
Tom Lindquist, Executive Vice President, Real Estate, Energy & Natural Resources
Adrian Blocker, Senior Vice President, Wood Products
Russell Hagen, Senior Vice President, Chief Financial Officer
Devin Stockfish, Senior Vice President, General Counsel & Corporate Secretary
Denise Merle, Senior Vice President, Human Resources
Tim Punke, Senior Vice President, Corporate Affairs
“We’ve drawn from the best talent in each company to select a leadership team with unmatched expertise in the industry,” said Simons. “I’m confident these are the right leaders to take best practices from both companies to achieve our targets, serve our customers, and drive shareholder value over the long term.”

The transaction requires the approval of shareholders of both Weyerhaeuser and Plum Creek and is subject to customary closing conditions. The transaction is expected to close in late first quarter or early second quarter of 2016. The combined company will retain the Weyerhaeuser name and continue to be traded under the WY ticker symbol on the New York Stock Exchange. As previously announced, Weyerhaeuser intends to move its headquarters to Seattle in mid-2016.
In a separate news release, Weyerhaeuser announced that its board of directors has authorized the exploration of strategic alternatives for its Cellulose Fibers business. Cathy Slater will continue to lead this business as senior vice president of Cellulose Fibers throughout the review process.

FEDERAL WAY, Wash., Nov. 8, 2015 /PRNewswire/ — Weyerhaeuser Company (NYSE: WY) today announced that its board of directors has authorized the exploration of strategic alternatives for its Cellulose Fibers business. The board intends to consider a broad range of alternatives, including continuing to hold and operate the business or a sale or spin-off of the business.
“The people and assets associated with our Cellulose Fibers business are some of the finest in the industry,” said Doyle R. Simons, president and chief executive officer. “We have consistently improved the performance of this business while continuing to meet the needs of our worldwide customers. We believe now is the right time to evaluate all options to ensure the best long-term results for this business and at the same time create the most value for our shareholders by further focusing our portfolio.”

The company’s Cellulose Fibers business includes five pulp mills, two modified fiber mills, one liquid packaging board facility, and one publishing papers joint-venture facility.

The company noted that there can be no assurance that the board’s evaluation process will result in any transaction or that any transaction, if pursued, will be consummated. The company does not intend to provide any additional information unless or until the evaluation process is completed or terminated.

About Weyerhaeuser

Weyerhaeuser Company, one of the world’s largest private owners of timberlands, began operations in 1900. We own or control nearly 7 million acres of timberlands, primarily in the U.S., and manage additional timberlands under long-term licenses in Canada. We manage these timberlands on a sustainable basis in compliance with internationally recognized forestry standards. We are also one of the largest manufacturers of wood and cellulose fibers products. Our company is a real estate investment trust. In 2014, our continuing operations generated $7.4 billion in sales and employed approximately 12,800 people who serve customers worldwide. We are listed on the Dow Jones World Sustainability Index. Our common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.

FORWARD-LOOKING STATEMENTS
This communication contains statements concerning the company’s future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, with respect to any potential transaction involving Weyerhaeuser’s Cellulose Fibers business or the structure of any such transaction (if any), as well as the risk factors disclosed in Weyerhaeuser’s filings with the SEC, including Weyerhaeuser’s annual reports on Form 10-K for the year ended December 31, 2014. These forward-looking statements are based on various assumptions and may not be accurate because of risks and uncertainties surrounding these assumptions. Factors listed above, as well as other factors, may cause actual results to differ significantly from these forward-looking statements. There is no guarantee that any of the events anticipated by these forward-looking statements will occur. If any of the events occur, there is no guarantee what effect they will have on company operations or financial condition. The company will not update these forward-looking statements after the date of this news release.