From: Gary Lutin
To: Distribution: Willamette Shareholders
Sent: Wednesday, December 19, 2001 9:19 AM
Subject: Opportunity for value enhancement
December 19, 2001
Willamette Board Agrees to Explore
Weyerhaeuser Offer, Other Options
By ROBIN SIDEL
Staff Reporter of THE
Willamette Industries Inc. said it would sit down with hostile
suitor Weyerhaeuser Co. to discuss its $6.1 billion unsolicited
takeover offer, marking the first time in more than a year that Willamette
agreed to talk with its forest-products rival.
But Willamette stopped short of embracing the bid, saying it would
continue to negotiate another transaction with Georgia-Pacific
Corp., as well as explore other "value enhancing" alternatives.
Willamette said its board would reconvene in the first week of January
to review the alternatives.
The move came less than a week after Weyerhaeuser raised its offer for
Willamette by 10% to $55 a share. The Willamette board of directors met to
discuss the revised offer, but didn't take a position with regard to it.
"We are ready to meet immediately with Willamette," a Weyerhaeuser
spokesman said. Weyerhaeuser, Federal Way, Wash., launched the hostile bid
for Willamette in November 2000. Willamette has repeatedly rejected
Firm Threatens Proxy Fight if Willamette Doesn't Consider Latest Bid
Increases by 10% Its Bid for Willamette Industries (Dec. 14)
Is in Talks to Create Combination With Georgia-Pacific
Building-Products Unit (Dec. 11)
A Willamette spokesman said the discussions would focus on valuation
and synergies, adding that Willamette would provide information that has
been previously unavailable to Weyerhaeuser. In raising the bid last week,
Weyerhaeuser described the $55-a-share bid as its final offer.
Weyerhaeuser raised the bid after Willamette disclosed it was in
discussions for a deal to combine with the building-products business of
Georgia-Pacific. News of a potential deal with Georgia-Pacific caused
concern among some investors that Weyerhaeuser would drop its bid if
Willamette pursued the other transaction. Those worries have kept shares
of Willamette trading well below Weyerhaeuser's offer price.
Shares of Willamette were down three cents to $48.57 in 4 p.m.
composite trading on the New York Stock Exchange Tuesday. Willamette
issued the statement after the close of trading. Weyerhaeuser shares were
up $1.12 to $54.23, also on the Big Board.
Weyerhaeuser earlier this year won three seats on the Willamette board
of directors and is widely expected to seek another three seats next year
as long as there is no deal with Georgia-Pacific. If that bid is
successful, Weyerhaeuser-backed nominees would gain control of the
Write to Robin Sidel at
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