PORTLAND, Ore., Nov. 15 /PRNewswire/ -- The Board of Directors of
Willamette Industries (NYSE: WLL) today formally responded to Weyerhaeuser
Company's (NYSE: WY) November 6, 2000 proposal to acquire all of the
outstanding shares of Willamette for $48 per share in cash.
After careful and thorough review, Willamette's board unanimously
determined that the Weyerhaeuser proposal is not in the best interests of
Willamette, its shareholders and other constituencies.
Accordingly, the board approved the following letter from Willamette's
chairman William Swindells and the Company's chief executive officer
Duane C. McDougall, to Steven R. Rogel, chairman, president and chief
executive officer of Weyerhaeuser.
*****
November 15, 2000
Mr. Steven R. Rogel
Chairman, President and Chief Executive Officer
Weyerhaeuser Company
Corporate Headquarters
Tacoma, Washington 98477-0001
Dear Steve:
The Board of Directors of Willamette has met to consider Weyerhaeuser's
November 6 proposal to acquire Willamette for $48 per share in cash. After
careful consideration, and after a thorough review of the proposal with our
financial and legal advisors, the board has decided not to accept your
proposal.
It is the board's strong and unanimous belief that your proposal is not in
the best interests of Willamette, its shareholders and other constituencies.
It does not adequately reflect the value of Willamette's unique franchise, its
businesses and prospects. In short, the board views your proposal as an
opportunistic attempt to acquire one of the industry's leading franchises at a
time when stock prices in the industry are depressed.
As you know better than most, Willamette's performance over the years has
been outstanding relative to our industry. We have consistently achieved
superior returns on capital invested and have led the industry by most key
financial metrics. Willamette is well positioned to deliver top-tier
performance, and we are confident that our share price will reflect this
relative strength.
Willamette has been engaged in an ongoing program of enhancing and
profitably growing its business. This program has given us a solid base from
which to pursue further growth and derive increasing value for our
shareholders in the near and long term.
As you recognized in your November 6 letter and recent public comments,
Willamette has an excellent management team and employee base. We couldn't
agree more. Indeed, our people are what gives us even greater confidence that
Willamette can achieve its goals -- delivering value for shareholders while
respecting the environment and the communities in which we operate.
In closing, let us express the board's disappointment that our
conversations and our willingness to hear your views have been publicly
mischaracterized. The board has been apprised of all of your meetings and
conversations with Willamette management, and we indicated to you last week
that we would review your proposal this week with our advisors, consistent
with our obligations as fiduciaries.
Having now concluded its review, the board has determined that there is no
reason to explore your proposal further. We believe that Willamette's
continued execution of its business plan will produce superior value.
Sincerely,
William Swindells Duane C. McDougall
Chairman Chief Executive Officer
Willamette Industries is an integrated forest products company with
106 plants, located in the U.S., France, Ireland and Mexico. The company owns
1.7 million acres of forestland which has been third-party certified as
meeting the Sustainable Forest Initiativesm standards of the American Forest
and Paper Association. Willamette produces building materials, composite wood
panels, fine paper, office paper products, corrugated packaging and grocery
bags.
Willamette will host a conference call for the investment community to
discuss this announcement on Thursday, November 16 at 11:00 a.m. Eastern time.
The dial-in number for that call is 800-491-3423 (ID 864521) for domestic
callers or 303-267-1000 (ID 864521) for international callers. Individuals and
media can also access that call through the Internet at http://www.streetfusion.com
in the Special Events Section. A replay of the call can be accessed at
800-625-5288 or 303-804-1855 (ID 864521 for both).
Forward-looking statements in this release are made pursuant to the safe
harbor provisions 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 price 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, Inc.
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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:
Cathy Dunn, V.P. Communications,
503-273-5642, or Greg Hawley, EVP & CFO, 503-273-5640, both of
Willamette Industries; or Paul Verbinnen, David Reno, or Jim
Barron, all of Citigate Sard Verbinnen, 212-687-8080, for
Willamette Industries
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