Filed by Deltic Timber Corporation
Pursuant to Rule 425 of the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Deltic Timber Corporation
(Commission File No.: 1-12147)
The following letter was made available by Deltic Timber Corporation
on October 23, 2017.
***
October 23, 2017
Dear Valued Customer,
I am reaching out to you regarding some exciting news about Deltic
Timber. This morning, we announced that Deltic Timber has entered into a merger agreement with Potlatch Corporation, providing
for the two companies to be combined through an all-stock transaction. When we complete this strategic combination next year, we
will be creating one of the nation’s premier timber and wood products companies. It will be a major win for our two companies.
We strongly believe Potlatch has many attributes that make it
an ideal partner.
Potlatch is a leading timber and forest products company based in Spokane, Washington
with approximately 1.4 million acres of timberland in Alabama, Arkansas, Idaho, Minnesota and Mississippi. Potlatch has recognized
expertise in sustainable timberland management and operational excellence in wood products manufacturing. We know Potlatch well
and believe our companies’ share similar values and visions for our industry,
as well as a relentless focus on execution.
We fully expect that the combined company’s collective experience and customer service will provide significant benefits
to you. A press release about this announcement is available on our website.
The transaction is expected to close in first half of 2018, subject
to regulatory approvals and customary closing conditions. The combined company will be renamed PotlatchDeltic once the transaction
is completed and will maintain a presence in El Dorado, AR, which will serve as the southern operational headquarters. Potlatch’s
Chairman and Chief Executive Officer will continue to serve in that role for the combined company and I will transition to the
role of Vice Chairman and lead the integration process. Until that time, it is important to remember that Deltic and Potlatch remain
separate and independent companies and you should not expect any changes to our relationship or how you do business with Deltic.
As always, we greatly appreciate your support and look forward
to continuing our relationship with you. Your contacts at Deltic will remain the same, and we will be sure to keep you informed
as events warrant as we work toward completing the transaction.
Sincerely,
John D. Enlow
President and Chief Executive Officer
ADDITIONAL INFORMATION
This communication is being made in respect of the
proposed merger transaction involving Potlatch Corporation (“Potlatch”) and Deltic Timber Corporation (“Deltic”).
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 merger, Potlatch and Deltic will file relevant materials with the Securities and Exchange Commission (“SEC”),
including a Potlatch registration statement on Form S-4 that will include a joint proxy statement of Potlatch and Deltic and also
constitutes a prospectus of Potlatch. Potlatch and Deltic also plan to file other documents with the SEC regarding the proposed
merger transaction and a definitive joint proxy statement/prospectus will be mailed to stockholders of Potlatch and Deltic. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, SECURITY HOLDERS OF POTLATCH AND DELTIC ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The joint proxy statement/prospectus, as well as other
filings containing information about Potlatch and Deltic will be available without charge, at the SEC’s Internet site (http://www.sec.gov).
Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint
proxy statement/prospectus can also be obtained, when available, without charge, from Potlatch’s website at http://www.potlatchcorp.com
under the Investor Resources tab (in the case of documents filed by Potlatch) and on Deltic’s website at https://www.deltic.com
under the Investor Relations tab (in the case of documents filed by Deltic).
Potlatch and Deltic, and certain of their respective
directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation
of proxies from the stockholders of Deltic and Potlatch in respect of the proposed merger transaction. Certain information about
the directors and executive officers of Potlatch is set forth in its Annual Report on Form 10-K for the year ended December 31,
2016, which was filed with the SEC on February 17, 2017, its proxy statement for its 2017 annual meeting of stockholders, which
was filed with the SEC on April 3, 2017 and its Current Report on Form 8-K, which was filed on May 1, 2017. Certain Information
about the directors and executive officers of Deltic is set forth in its Annual Report on Form 10-K for the year ended December
31, 2016, which was filed with the SEC on March 7, 2017, its proxy statement for its 2017 annual meeting of stockholders, which
was filed with the SEC on March 20, 2017, its supplement to the proxy statement for its 2017 annual meeting of the stockholders,
which was filed with the SEC on March 30, 2017 and its Current Reports on Form 8-K, which were filed with the SEC on September
1, 2017, May 2, 2017, March 8, 2017 and February 27, 2017. Other information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy
statement/prospectus and other relevant documents filed with the SEC when they become available.
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
This communication contains certain forward-looking information
about Potlatch and Deltic that is intended to be covered by the safe harbor for “forward-looking statements” provided
by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking
statements. In some cases, you can identify forward-looking statements by words such as “may,” “hope,”
“will,” “should,” “expect,” “plan,” “anticipate,” “intend,”
“believe,” “estimate,” “predict,” “potential,” “continue,” “could,”
“future” or the negative of those terms or other words of similar meaning. These forward-looking statements include,
without limitation, statements relating to the terms and closing of the proposed transaction between Potlatch and Deltic, the proposed
impact of the merger on Potlatch’s financial results, the estimated distribution of Deltic’s accumulated earnings and
profits, and the integration of Deltic’s operations. You should carefully read forward-looking statements, including statements
that contain these words, because they discuss the future expectations or state other “forward-looking” information
about Potlatch and Deltic. A number of important factors could cause actual results or events to differ materially from those indicated
by such forward-looking statements, many of which are
beyond the parties’ control, including the parties’
ability to consummate the transaction or satisfy the conditions to the completion of the transaction, including the receipt of
stockholder approvals, the receipt of regulatory approvals required for the transaction on the terms expected or on the anticipated
schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of
the transaction; the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be
realized within the expected time period; the risk that integration of Deltic’s operations with those of Potlatch will be
materially delayed or will be more costly or difficult than expected; the failure of the proposed merger to close for any other
reason; the effect of the announcement of the merger on customer relationships and operating results (including, without limitation,
difficulties in maintaining relationships with employees or customers); dilution caused by Potlatch’s issuance of additional
shares of its common stock in connection with the merger; the possibility that the merger may be more expensive to complete than
anticipated, including as a result of unexpected factors or events; the diversion of management time on transaction related issues;
the estimation of Deltic’s accumulated earnings and profits is preliminary and may change with further due diligence; general
competitive, economic, political and market conditions and fluctuations, including changes in interest rates, credit availability,
adverse weather, cost and availability of materials used to manufacture products, natural gas pricing and volumes produced; changes
in the regulatory environment; the cyclical nature of the industry in which the parties operate; and the other factors described
in Potlatch’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and in its most recent Quarterly Reports
on Form 10-Q filed with the SEC, or described in Deltic’s Annual Report on Form 10-K for the fiscal year ended December 31,
2016 and its most recent Quarterly Reports on Form 10-Q filed with the SEC. Potlatch and Deltic assume no obligation to update
the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on
these forward-looking statements, all of which speak only as of the date hereof.
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