Says Weyerhaeuser's Offer 'Shortchanges' Willamette Investors; Urges
Shareholders to Vote for Willamette Directors
PORTLAND, Ore., May 21 /PRNewswire/ -- Willamette Industries (NYSE: WLL)
today responded to Weyerhaeuser Company's (NYSE: WY) extension of its tender
offer to purchase Willamette for $50 per share in cash.
Duane C. McDougall, President and Chief Executive Officer of Willamette
Industries, said, "We are disappointed that Weyerhaeuser has decided to
continue its hostile actions, but are encouraged by the show of support we
have received from our shareholders. The fact that less than 45% of
shareholders have tendered into the current offer, a decline from prior
extensions, supports our Board's decision to reject that offer as inadequate."
McDougall continued: "Our message to our shareholders is that it matters
who they vote for on June 7th, and we urge them to vote for Willamette's
directors in order to protect the value of their investment. Willamette's
directors have delivered superior value under most key financial metrics
relative to our industry over the last decade. They have also overseen
investments that we believe will increase our cash flow by approximately
30-40% over the next three years.
"Weyerhaeuser says we won't sit down to discuss a higher offer, but the
fact is that we have met with them four times in the last two years and they
have telephoned us twice in the last few weeks. In our most recent telephone
conversations, Weyerhaeuser has provided no additional information other than
to reiterate what we have judged to be a low-ball offer -- nothing has
changed. As we have said all along, it is not in shareholders best interests
for us to negotiate at bargain basement levels," said McDougall.
"While our strategy is not to sell the company, we have said throughout
this battle that we understand our responsibility to listen to serious offers.
However, we also understand our fiduciary obligation not to sell the Company
for what we believe to be a bargain basement price. A lot has changed in the
six months since Weyerhaeuser began its hostile bid and a lot could change
over the next year."
Commenting on Weyerhaeuser's previous proposals and its nominees,
McDougall said: "The Willamette Board, after careful consideration, has
unanimously rejected previous opportunistic proposals from Weyerhaeuser
-- proposals that always came when industry stock prices were temporarily
depressed -- and the Board continues to believe that the $50 offer seriously
shortchanges Willamette's investors. We believe that Weyerhaeuser's offer
would result in accretion of at least 30% or more on a cash basis to
Weyerhaeuser's 2002 cash EPS, value that in our view rightfully belongs to
Willamette's shareholders. Yet Weyerhaeuser's own materials say that their
nominees would have accepted, subject to their fiduciary duties,
Weyerhaeuser's previous $48 offer, which Willamette's Board unanimously
determined was inadequate. The same language is repeated in Weyerhaeuser's
amended materials for its $50 offer.
"While all directors are subject to fiduciary duties, we think
Willamette's shareholders should ask: 'Which of the previous proposals or
offers would Weyerhaeuser's nominees have accepted had they been on
Willamette's board? Whose interests do our shareholders really believe
Weyerhaeuser's nominees would serve?' Again, we are urging shareholders to
vote for value and to vote the GREEN proxy card," he said.
McDougall concluded: "We want to thank all Willamette employees for their
continued hard work and dedication during this period and express our
appreciation to the many Willamette shareholders who have not tendered their
shares. We encourage all Willamette shareholders not to tender their shares
to Weyerhaeuser and, for those who have, to withdraw them."
Willamette Industries is an integrated forest products company with
105 plants, located in the U.S., France, Ireland and Mexico. The company owns
1.7 million acres of forestland in the U.S. and manages it sustainably to
produce building materials, composite wood panels, fine paper, office paper
products, corrugated packaging and grocery bags.
Forward-looking statements in this release are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Any such forward looking statement made by Willamette with respect to
the Weyerhaeuser tender offer is not entitled to the benefit of the safe
harbor protections of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are subject to risks and uncertainties and
actual results could differ materially from those projected. Such risks and
uncertainties include, but are not limited to, the effect of general economic
conditions; the level of new housing starts and remodeling activity; the
availability and terms of financing for construction; competitive factors,
including pricing pressures; the cost and availability of wood fiber; the
effect of natural disasters on the Company's timberlands; construction delays;
risk of nonperformance by third parties; and the impact of environmental
regulations and other costs associated with complying with such regulations.
Please refer to Willamette Industries' Securities and Exchange Commission
filings for further information.
SOURCE Willamette Industries
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Related links:
http://www.wii.com
Company News On-Call:
http://www.prnewswire.com/comp/971763.html or fax,
800-758-5804, ext. 971763
CONTACT:
Paul Verbinnen, or David Reno, or Jim Barron,
all of Citigate Sard Verbinnen, 212-687-8080, for Willamette
Industries; or Greg Hawley, EVP & CFO, 503-273-5640, or Cathy
Dunn, VP Communications, 503-273-5642, both of Willamette
Industries
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