PORTLAND, Ore., Oct. 11 /PRNewswire/ -- Willamette Industries (NYSE: WLL)
today sent the following letter to Weyerhaeuser Company (NYSE: WY):
Mr. Steven R. Rogel
Chairman, President, CEO
Weyerhaeuser Company
33663 Weyerhaeuser Way
Federal Way, WA 98063-9777
Dear Mr. Rogel:
In view of our desire to put an end to the unproductive and costly
stalemate for both our companies and shareholders, we write to offer you a way
forward.
We continue to believe Weyerhaeuser's existing offer is woefully
inadequate. While the tragic events of September 11 have temporarily impacted
financial markets, the fundamental value of Willamette remains unchanged. We
have said all along that we would listen to serious offers. We believe that
Willamette's current value is in the $60s and we are confident that continued
pursuit of our strategic plan will substantially increase Willamette's value
over time.
To offer a path forward, if you make a written offer in the high $50s, we
will agree to sit down for discussions regarding a possible combination of our
two companies. These discussions would also need to include ways to mitigate
the impact on our communities and employees.
Based upon your twenty-five years with Willamette and the last three years
spent in evaluating the acquisition of this company, you know the value of
Willamette and the substantial strategic and financial benefits Weyerhaeuser
would derive. We note to support this point, our strong results of
operations, the highly accretive nature of the transaction to Weyerhaeuser,
and the attached document prepared by Weyerhaeuser showing potential synergies
of up to $645 million plus the creation of an additional $1.1 billion (or $10
per share) in shareholder value as estimated by Morgan Stanley. Nevertheless,
to facilitate your response, we have authorized Goldman Sachs to be available
to respond to reasonable inquiries from your investment bankers.
Let us be clear, this letter is not an invitation to a counter-proposal
which does not meet the criteria we have described above.
If Weyerhaeuser is unwilling to pay what this company is worth, we will
continue to pursue our strategic plan, which may include a significant
business combination, recapitalization or other strategic or financial
alternatives.
If we do not receive your written offer by 5:00 P.M. PDT Tuesday, October
16th, we will assume you do not wish to proceed. In that event, we would urge
Weyerhaeuser to withdraw its inadequate offer and cease the hostile attack on
Willamette.
Sincerely,
William Swindells Duane C. McDougall
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
CONTACT: Greg Hawley, EVP & CFO, +1-503-273-5640, or Cathy Dunn, VP Communications, +1-503-273-5642, both of Willamette Industries; or Paul Verbinnen, David Reno, or Jim Barron, all of Citigate Sard Verbinnen, +1-212-687-8080, for Willamette Industries
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