Rayonier Board of Directors Approves Separation of Rayonier Advanced Materials
27 Maio 2014 - 5:49PM
Business Wire
Board Approves Distribution of Rayonier
Advanced Materials Stock
Rayonier Inc. (NYSE:RYN) today announced that its Board of
Directors has approved the separation of its Performance Fibers
business, which will be known as Rayonier Advanced Materials, and
declared a special dividend distribution of all outstanding shares
of Rayonier Advanced Materials common stock to Rayonier’s
shareholders.
“Today’s announcement is a major milestone in the completion of
our separation,” said Paul Boynton, Chairman, President and CEO.
“Rayonier and Rayonier Advanced Materials will soon be independent,
industry-leading publicly traded companies, each with its own
opportunities to maximize value for our shareholders.”
The Board of Directors approved a distribution of one share of
Rayonier Advanced Materials common stock for every three common
shares of Rayonier held by Rayonier shareholders. Cash will be paid
in lieu of fractional shares. The distribution will be effective on
June 27, 2014 for shareholders of record as of the close of
business on June 18, 2014.
After the distribution, Rayonier Advanced Materials will be an
independent, publicly-traded company and Rayonier will retain no
ownership interest in Rayonier Advanced Materials. Rayonier
Advanced Materials common stock is expected to begin regular
trading on or about June 30, 2014 on the New York Stock Exchange
(NYSE) under the ticker symbol RYAM. Rayonier will continue to
trade on the NYSE under the ticker symbol RYN.
Distribution of the stock dividend is subject to the U.S.
Securities and Exchange Commission (SEC) having declared effective
Rayonier Advanced Materials’ Registration Statement on Form 10, as
amended, which Rayonier Advanced Materials has filed with the SEC.
The special dividend distribution is subject to the conditions set
forth in the Separation and Distribution Agreement between Rayonier
and Rayonier Advanced Materials, which has been filed as an exhibit
to Rayonier Advanced Materials’ Registration Statement on Form
10.
The distribution is also contingent upon receipt of a private
letter ruling from the IRS confirming that the distribution of
shares to U.S. shareholders will be tax-free. However, cash paid in
lieu of fractional shares may be subject to federal income tax.
No action is required by Rayonier shareholders to receive shares
of Rayonier Advanced Materials common stock in the distribution.
Rayonier intends to distribute an information statement to all
shareholders entitled to receive the distribution of shares of
Rayonier Advanced Materials common stock in June 2014. The
information statement is an exhibit to Rayonier Advanced Materials’
Registration Statement on Form 10, which describes Rayonier
Advanced Materials and the risks associated with owning Rayonier
Advanced Materials common stock, as well as other details regarding
the separation.
After the separation, Rayonier will own and operate the
company’s existing Forest Resources and Real Estate businesses.
Rayonier will be a geographically diverse forest resources company
with 2.6 million acres of high-quality timberlands, including
approximately 200,000 acres well situated for real estate
development along coastal Florida and Georgia. The company will
maintain its status as a tax-efficient Real Estate Investment
Trust. The company intends to maintain its strong balance sheet and
pay a competitive dividend to its shareholders and expects to
retain an investment-grade credit profile.
Rayonier Advanced Materials will be the world’s leading producer
of high-value specialty cellulose fibers, with proprietary
cellulose chemistry expertise and manufacturing process knowledge
developed over 85 years. The company’s primary production
facilities in Florida and Georgia manufacture a wide range of
customized high purity products, using both hardwood and softwood.
The company is expected to continue to generate strong cash flows
and to pay a dividend competitive with its peer group. Rayonier
Advanced Materials has secured a BB+/Ba2 grade credit rating.
______________________________________________________________________
Certain statements in this document regarding anticipated
financial, legal or other outcomes including business and market
conditions, outlook and other similar statements relating to
Rayonier's and Rayonier Advanced Materials’ future events,
developments or financial or operational performance or results,
are "forward-looking statements" made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995
and other federal securities laws. These forward looking statements
are identified by the use of words such as "may," "will," "should,"
"expect," "estimate," "believe," "intend,” "anticipate" and other
similar language. However, the absence of these or similar words or
expressions does not mean that a statement is not forward-looking.
While management believes that these forward-looking statements are
reasonable when made, forward-looking statements are not guarantees
of future performance or events and undue reliance should not be
placed on these statements.
Although Rayonier believes that the expectations reflected in
any forward-looking statements are based on reasonable assumptions,
it can give no assurance that these expectations will be attained
and it is possible that actual results may differ materially from
those indicated by these forward-looking statements due to a
variety of risks and uncertainties. Such risks and uncertainties
include, but are not limited to: uncertainties as to the timing of
the spin-off and whether it will be completed, the possibility that
various closing conditions for the spin-off may not be satisfied or
waived, the expected tax treatment of the spin-off, the impact of
the spin-off on the businesses of Rayonier and Rayonier Advanced
Materials, the ability of both companies to meet debt service
requirements, the availability and terms of financing and
expectations of credit rating. Other important factors are
described in Rayonier’s most recent Form 10-K and 10-Q reports on
file with the U.S. Securities and Exchange Commission and in
Rayonier Advanced Materials’ Form 10 that could cause actual
results or events to differ materially from those expressed in
forward-looking statements that may have been made in this
document. Neither Rayonier nor Rayonier Advanced Materials assumes
any obligation to update these statements except as is required by
law.
About Rayonier
Rayonier is a leading international forest products company with
three core businesses: Forest Resources, Real Estate and
Performance Fibers. The company owns, leases or manages 2.6 million
acres of timber and land in the United States and New Zealand. The
company's holdings include approximately 200,000 acres with
residential and commercial development potential along the
Interstate 95 corridor between Savannah, Ga., and Daytona Beach,
Fla. Its Performance Fibers business is one of the world's leading
producers of high-value specialty cellulose fibers, which are used
in products such as filters, pharmaceuticals and LCD screens.
Approximately 50 percent of the company's sales are outside the
U.S. to customers in approximately 20 countries. Rayonier is
structured as a real estate investment trust. More information is
available at www.rayonier.com.
Rayonier Inc.Investors:Ed Kiker,
904-357-9186orMedia:Russell Schweiss, 904-357-9158
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