POULSBO, Wash., May 5, 2020 /PRNewswire/ -- Pope Resources, A
Delaware Limited Partnership ("Pope Resources") (NASDAQ: POPE)
announced today that its unitholders approved its previously
announced merger with Rayonier. At the special meeting,
approximately 99% of votes cast were voted in favor of the proposal
to approve the merger, which represented approximately 72% of the
outstanding units as of the record date. The unitholders also
considered and approved a non-binding advisory vote regarding
certain compensation to be paid to Pope Resources' named executive
officers in connection with the merger. This non-binding proposal
was approved by 98% of the votes cast, which represented
approximately 71% of the outstanding units as of the record
date.
Formal voting results will be reported on a Form 8-K to be
issued by Pope Resources once the results are tabulated and
certified. Subject to the satisfaction or waiver of all remaining
closing conditions, the merger is currently expected to close on or
about May 8, 2020. Pope
Resources currently expects that the units will be de-listed from
trading on such date.
For more information about the proposals adopted at the special
meeting, please see Pope Resource's definitive proxy statement
filed with the Securities and Exchange Commission on April 6, 2020.
In connection with the merger, each Pope Resources unit, based
on its holder's elections and subject to proration as described in
the definitive proxy statement, will be converted into the right to
receive either $125.00 in cash, 3.929
Rayonier shares or 3.929 units representing limited partnership
interests in Rayonier, L.P., which entity will act as Rayonier's
operating company subsidiary.
About Pope Resources
Pope Resources, a publicly traded limited partnership, and its
subsidiaries Olympic Resource Management and Olympic Property
Group, own or manage 122,000 acres of timberland and 1,500 acres of
development property in Washington. In addition, Pope Resources
co-invests in and consolidates three private equity timber funds
that own 141,000 acres of timberland in Washington, Oregon, and California. The Partnership and its
predecessor companies have owned and managed timberlands and
development properties for over 165 years. Additional information
on the company can be found at www.poperesources.com. The contents
of our website are not incorporated into this release or into our
filings with the Securities and Exchange Commission.
Cautionary Statement Regarding Forward-Looking
Information
The proposed merger and the related transactions are subject to
various risks and uncertainties. These risks and uncertainties
include, among others: (i) the satisfaction or waiver of all
remaining conditions to closing; (ii) the ability of the parties to
successfully complete the proposed acquisition on anticipated terms
and timing, including anticipated tax treatment, unforeseen
liabilities, and other financial and operational requirements as
they may affect business and management strategies for the combined
company's operations; (iii) risks relating to the integration of
Pope Resources' operations and employees into Rayonier and the
possibility that the anticipated synergies and other benefits of
the proposed acquisition will not be realized or will not be
realized within the expected timeframe; (iv) the outcome of any
legal proceedings now pending or hereafter filed or threatened
related to the proposed mergers; and (v) the loss of key senior
management or other personnel with the combined company. Other
factors that may affect the operations and financial performance of
the combined company are discussed in the definitive proxy
statement with respect to the merger and in the section entitled
"Risk Factors" in Rayonier's and Pope Resources' respective Annual
Reports on Form 10-K for the period ended December 31, 2019.
Important Additional Information and Where to Find It
Pope Resources filed a definitive proxy statement on Schedule
14A on April 6, 2020 (File No.
001-09035), and has filed certain definitive additional proxy
solicitation materials since the announcement of its entry into the
merger agreement with Rayonier on January
14, 2020. Rayonier has filed the definitive proxy statement
as a part of a prospectus contained in a Registration Statement on
Form S-4, as amended, filed with the SEC on April 2, 2020 (File No. 333-237246), and the
prospectus supplement filed on April 6,
2020 pursuant to Rule 424(b)(3) in connection therewith.
Investors and security holders may obtain copies of these documents
free of charge through the website maintained by the SEC at
www.sec.gov or from Rayonier at its website, www.rayonier.com, or
from Pope Resources at its website, www.poperesources.com.
Documents filed with the SEC by Rayonier will be available free of
charge by accessing Rayonier's website at www.rayonier.com under
the heading Investor Relations, or, alternatively, by directing a
request by telephone or mail to Rayonier at 1 Rayonier Way,
Wildlight, FL 32097, and documents filed with the SEC by Pope
Resources will be available free of charge by accessing Pope
Resources' website at www.poperesources.com under the heading
Investor Relations or, alternatively, by directing a request by
telephone or mail to Pope Resources at 19950 Seventh Avenue NE,
Suite 200, Poulsbo, WA 98370.
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SOURCE Pope Resources