PORTLAND, Ore., May 22 /PRNewswire/ -- Willamette Industries (NYSE: WLL)
today issued the following statement regarding Institutional Shareholder
Services' ("ISS") recommendation on the election of directors at Willamette's
June 7, 2001 annual meeting.
Duane McDougall, President and Chief Executive Officer of Willamette
Industries, said, "We strongly disagree with ISS's recommendation, which we
believe is seriously flawed and superficial. We believe that thoughtful
investors interested in value will not blindly follow the ISS recommendation.
We are confident that investors will choose our directors who have
consistently delivered value for decades."
Willamette said that, among others, ISS disregards the following facts:
-- Based on recent industry stock price appreciation, if Weyerhaeuser made
its offer today, we believe there would be little or no premium.
-- With less than 45% of shareholders tendering into the current offer, we
believe there is no mandate to sell Willamette to Weyerhaeuser at
anywhere near $50 per share.
-- We believe 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.
-- While Weyerhaeuser says we won't sit down to discuss a higher offer,
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 these
telephone conversations, Weyerhaeuser provided no additional
information other than to simply reiterate what we have deemed to be an
inadequate offer.
Willamette further noted that ISS didn't even get the number of
Willamette's directors right.
Continued McDougall, "While our Board has always said it would listen to
serious offers, Weyerhaeuser's offers have hardly been the basis for serious
discussion or negotiation. Indeed -- in meetings and calls -- Weyerhaeuser has
never indicated to us any willingness to pay what we regard as a fair price
for Willamette."
"We fail to see how Willamette shareholders' interests will be served by
electing Weyerhaeuser's paid nominees, who have indicated their intention,
subject to their fiduciary duties, to support the sale of Willamette to
Weyerhaeuser at a price that we believe benefits Weyerhaeuser's shareholders,
not Willamette's. Indeed, their proxy materials suggest they would have
supported a sale at $48 per share.
"Our directors have delivered superior value under most key financial
metrics, such as operating margins and returns, relative to our industry over
the last decade, and we believe Willamette is well positioned to continue this
outperformance. They have also overseen investments that we believe will
increase our cash flow by approximately 30-40% over the next three years, a
factor not included in Weyerhaeuser's original $48 offer and a factor that we
believe could not possibly be fully accounted for in their $50 offer. We
remain as committed as ever to opposing Weyerhaeuser's proposed hostile
takeover for as long as we determine that it is not in the best interests of
our shareholders, even if that requires a multi-year fight."
Willamette urges its shareholders to vote for its nominees in the upcoming
proxy contest by returning the GREEN proxy card to Willamette or its proxy
solicitor, MacKenzie Partners, Inc. If shareholders have any additional
questions with respect to voting, they should call Willamette's proxy
solicitor, MacKenzie Partners, Inc. at 800-322-2885 (toll free) or
212-929-5500 (collect).
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
 back to top
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:
Greg Hawley, EVP & CFO, 503-273-5640, or
Cathy Dunn, VP Communications, 503-273-5642, both of Willamette
Industries; or Paul Verbinnen, or David Reno, or Jim Barron, all
of Citigate Sard Verbinnen, 212-687-8080, for Willamette
Industries
|
