Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
31 Maio 2022 - 9:34AM
Edgar (US Regulatory)
Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
And deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: PotlatchDeltic Corporation
Subject Company: CatchMark Timber Trust, Inc.
Filers Commission File Number: 001-36239
Date: May 31, 2022
PotlatchDeltic
Corporation (PotlatchDeltic) issued the following to employees relating to the proposed transaction contemplated by that certain Agreement and Plan of Merger, dated as of May 29, 2022 (the Merger Agreement), by and among
PotlatchDeltic, Horizon Merger Sub 2022, LLC, a wholly owned subsidiary of PotlatchDeltic, CatchMark Timber Trust, Inc. and CatchMark Timber Operating Partnership, L.P.
COMPANY MEMO
Date: May 31, 2022
To: PotlatchDeltic Employees
From: Eric Cremers, President and CEO
Subject: PotlatchDeltic and CatchMark Combine
Fellow Employees:
Today, we announced that PotlatchDeltic has agreed to combine with CatchMark, an Atlanta-based timber REIT with approximately 350,000 acres. This transaction
marks a significant milestone for the two companies, and it will drive value for both sets of stockholders, customers, partners, and employees. The combination is structured as a merger valued at approximately $919 million based on the closing
price of PotlatchDeltics stock on May 27, 2022, including $273 million of CatchMarks net debt. It will broaden our geographic footprint and customer base in the southeastern U.S. through the addition of high quality,
sustainably managed timberlands. The combined company will continue to be named PotlatchDeltic, and headquartered in Spokane, Washington. A regional office will be maintained in Atlanta, Georgia and we plan to establish timberland offices in
southwest Georgia and central South Carolina.
CatchMarks timberlands are located in Georgia, South Carolina, and Alabama, which are some of the
strongest wood baskets in the U.S. South. These wood baskets are either in balance or under supplied and should benefit from tightening supply/demand fundamentals and higher log prices. CatchMark also has an active higher and better use (HBU) real
estate sales initiative and owns land near larger urban centers. This program will complement our maximum-value-seeking real estate business, which currently focuses on real estate development in Little Rock, Arkansas, and rural land sales across
our ownership. I hope you share my excitement for the many opportunities that lie ahead for us through this acquisition.
Todays announcement is
just the first step towards completing the transaction, which we expect will close in the second half of 2022. Until that time, both companies will continue to operate independently. On closing, PotlatchDeltic will add one new Director from
CatchMark to our Board of Directors.
Without your continued dedication to make PotlatchDeltic successful, this acquisition would
not have been possible. With the help of your efforts, we have been very successful in each of our business units these past few years leading to strong
earnings and an excellent balance sheet that has allowed us to focus on growth.
If you have any questions, please speak with your supervisor or HR
representative. You can also visit the investor page on our website for an investor presentation, which we will review with investors later this morning.
This is an exciting combination, and we look forward to realizing the many benefits it will produce.
Sincerely,
/s/ Eric J. Cremers
Important Additional Information about the Proposed Transaction
This communication is being made in respect of the proposed merger transaction involving PotlatchDeltic Corporation (PotlatchDeltic) and CatchMark Timber
Trust, Inc. (CatchMark). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. In connection with the proposed transaction, PotlatchDeltic plans to file with the
Securities and Exchange Commission (SEC) a Registration Statement on Form S-4 that constitutes a prospectus of PotlatchDeltic and will also include a proxy statement of CatchMark. After the
Registration Statement has been declared effective, CatchMark will mail the definitive proxy statement/prospectus to its stockholders. The proxy statement/prospectus to be filed with the SEC related to the proposed merger will contain important
information about PotlatchDeltic, CatchMark, the proposed transaction and related matters. Investors are urged to carefully read the proxy statement/prospectus and other documents to be filed with the SEC (or incorporated by reference into the proxy
statement/prospectus) in connection with the proposed merger, when available. Investors will be able to obtain free copies of the proxy statement/prospectus, when it is filed with the SEC, through the website maintained by the SEC at
www.sec.gov. In addition, investors will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by the parties on PotlatchDeltics website at www.potlatchdeltic.com (which website is not
incorporated herein by reference), for documents filed with the SEC by PotlatchDeltic, or on CatchMarks website at www.catchmark.com (which website is not incorporated herein by reference), for documents filed with the SEC by CatchMark.
Participants in the Solicitation
PotlatchDeltic and CatchMark and their respective directors and officers and certain other members of management and employees may be deemed to be participants
in the solicitation of proxies from stockholders of CatchMark in connection with the merger transaction. Certain information about the directors and executive officers of PotlatchDeltic is set forth in its Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 17, 2022, and its proxy statement for its 2022 annual meeting of stockholders, which was filed with the SEC on
March 29, 2022, and will be contained in the proxy statement/prospectus described above when it is filed with the SEC. Certain information about the directors and executive officers of CatchMark is set forth in its Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 3, 2022 and its proxy statement for its 2022 annual meeting of stockholders, which was filed with the SEC on April 15,
2022, and will be contained in the proxy statement/prospectus described above when it is filed with the SEC. You can obtain free copies of these document from PotlatchDeltic and CatchMark using the contact information above.
Forward-Looking Statements
Statements made in this communication and related statements that express PotlatchDeltics, CatchMarks or their respective managements
intentions, hopes, indications, beliefs, expectations, or predictions of the future constitute forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, and relate to matters that are not historical facts. These
statements include those regarding the closing of the merger transaction, the expected timing of the merger transaction and the potential effects of the merger transaction, including if it does not close.
These statements are not guarantees of future performance or events and are subject to risks, uncertainties and assumptions that could cause actual results or
events to vary materially from those indicated in this communication, including: the inability to obtain regulatory approvals of the merger transaction on the proposed terms and schedule; the failure of CatchMarks stockholders to approve the
merger transaction; disruption to PotlatchDeltics or CatchMarks business, including customer, employee and supplier relationships resulting from the merger transaction; the inability to implement business plans, forecasts, and other
expectations after the completion of the proposed merger transaction, and to identify and realize synergies or other expected benefits; the occurrence of any event, change, or other circumstance that could give rise to a termination of the
definitive agreement relating to the proposed merger transaction; and other factors described in PotlatchDeltics and CatchMarks reports filed with the SEC, including their respective annual reports for the year ended December 31,
2021 and subsequent quarterly reports, which risks and uncertainties are incorporated herein by reference. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication.
Except to the extent required by law, PotlatchDeltic and CatchMark disclaim any obligation to update any forward-looking statements after the distribution of this communication, whether as a result of new information, future events, changes in
assumptions, or otherwise.
CatchMark Timber (NYSE:CTT)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
CatchMark Timber (NYSE:CTT)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024
Notícias em tempo-real sobre CatchMark Timber Trust Inc da New York Stock Exchange bolsa de valores: 0 artigos recentes
Mais Notícias de Catchmark Timber Trust, Inc.