POULSBO, Wash., March 18, 2020 /PRNewswire/ -- Pope Resources
(NASDAQ:POPE) announced today that Rayonier, Inc. ("Rayonier")
(NYSE:RYN) has filed with the
Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4 to register the shares of Rayonier common
stock and units representing limited partnership interests in an
entity that will be its operating partnership ("Opco") to be issued
in connection with the previously announced merger among Pope
Resources and its general partners, on the one hand, and Rayonier,
Opco, and certain of their subsidiaries, on the other hand. The
registration statement includes a preliminary proxy
statement/prospectus, but such preliminary proxy
statement/prospectus is not complete and is subject to
change. Once the registration statement is declared
effective, a definitive proxy statement/prospectus will be sent to
Pope Resources unitholders in connection with a special meeting of
Pope Resources unitholders to consider proposals regarding the
merger and related transactions. These proposals include approval
of the merger agreement, the merger, and certain transactions
contemplated in connection with the merger, and a non-binding
advisory vote regarding certain compensation to be paid to the
named executive officers of Pope Resources in connection with the
merger.
Once the definitive proxy statement/prospectus is
finalized, Pope Resources will announce a date and
location for the special meeting and will deliver the definitive
proxy statement/prospectus to its unitholders. The Form S-4
registration statement and the preliminary proxy
statement/prospectus are available through
the SEC's EDGAR system
at https://www.sec.gov/Archives/edgar/data/52827/000119312520076138/d868015ds4.htm.
Readers should note that the information in the Form S-4
registration statement and the preliminary proxy
statement/prospectus is not complete and is subject to change.
Readers should carefully review the definitive proxy
statement/prospectus once it becomes available because that
document will contain important information about the transactions
and the meeting. This communication is not an offer to sell nor a
solicitation of an offer to buy securities in any jurisdiction in
which such an offer or solicitation is unlawful.
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 ability of the parties to
successfully complete the proposed acquisition on anticipated terms
and timing, including obtaining required unitholder and regulatory
approvals, anticipated tax treatment, unforeseen liabilities,
future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies for
the management, expansion and growth of the new combined company's
operations and other conditions to the completion of the
acquisition; (ii) risks relating to the integration of Pope's
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; (iii) the outcome of any legal proceedings
related to the proposed mergers; (iv) access to available
financing, including for the refinancing of Pope's and Rayonier's
debt on a timely basis and reasonable terms; (v) the loss of key
senior management or other associates; (vi) the cyclical and
competitive nature of the industries in which the parties operate;
(vii) fluctuations in demand for, or supply of, Rayonier's, Opco's
and Pope's forest products and real estate offerings; (viii) entry
of new competitors into Rayonier's, Opco's and Pope's markets;
changes in global economic conditions and world events;
fluctuations in demand for Rayonier's, Opco's and Pope's products
in Asia, and especially
China; (ix) various lawsuits
relating to matters arising out of Rayonier's previously announced
internal review and restatement of Rayonier's consolidated
financial statements; (x) the uncertainties of potential impacts of
climate-related initiatives; (xi) the cost and availability of
third party logging and trucking services; (xii) the geographic
concentration of a significant portion of the combined company's
timberland; (xiii) the ability to identify, finance and complete
timberland acquisitions; (xiv) changes in environmental laws and
regulations regarding timber harvesting, delineation of wetlands,
and endangered species, that may restrict or adversely impact the
ability to conduct business, or increase the cost of doing so; (xv)
adverse weather conditions, natural disasters and other
catastrophic events such as hurricanes, wind storms and wildfires,
which can adversely affect timberlands and the production,
distribution and availability of products; (xvi) interest rate and
currency movements; (xvii) Rayonier's, Rayonier Operating
Partnership's or Pope's capacity to incur additional debt; (xviii)
changes in tariffs, taxes or treaties relating to the import and
export of timber products or those of the products of competitors;
(xix) changes in key management and personnel; (xx) the ability to
meet all necessary legal requirements for Rayonier to continue to
qualify as a real estate investment trust and changes in tax laws
that could adversely affect beneficial tax treatment; (xxi) the
cyclical nature of the real estate business generally; (xxii) a
delayed or weak recovery in the housing market; (xxiii) the
lengthy, uncertain and costly process associated with the
ownership, entitlement and development of real estate, especially
in Florida, which also may be
affected by changes in law, policy and political factors beyond
Rayonier's, Rayonier Operating Partnership's and Pope's control;
(xxiv) unexpected delays in the entry into or closing of real
estate transactions; (xxv) changes in environmental laws and
regulations that may restrict or adversely impact the ability to
sell or develop properties; (xxvi) the timing of construction and
availability of public infrastructure; (xxvii) and the availability
of financing for real estate development and mortgage loans;
(xxviii) the effect of the COVID-19 pandemic and related economic
consequences, including the potential effects of such events on the
market for timber products and general economic and political
conditions (including debt and equity capital markets); (xxix) the
potential impact of the announcement of the proposed transaction or
consummation of the proposed transaction on relationships,
including with employees and customers; (xxx) the unfavorable
outcome of any legal proceedings that have been or may be
instituted against Rayonier, Rayonier, L.P. or Pope; (xxxi) the
amount of the costs, fees, expenses and charges related to the
proposed transaction and the actual terms of the financings that
may be obtained in connection with the proposed transaction; and
(xxxii) the risk that the stock price of Rayonier shares may change
prior to the merger effective time. Readers should also review the
risks generally applicable to Pope's business, included in the
section entitled "Risk Factors" in Pope's Annual Report on Form
10-K for the period ended December 31,
2019, filed with the SEC on February
28, 2020.
Important Additional Information and Where to Find It
Rayonier has filed the above referenced registration statement
and the related preliminary proxy statement/prospectus and other
documents concerning the parties and the proposed transaction with
the SEC. Investors and security holders may obtain copies of
these documents (if and when they become available) 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.
PARTICIPANTS IN THE SOLICITATION
This communication is not a solicitation of a proxy from any
unitholder of Pope Resources. Rayonier and Pope Resources and
certain of their respective directors and executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies from the stockholders
of Pope Resources in respect of the proposed transaction under the
rules of the SEC. Information about Pope Resources' directors and
executive officers is available in Pope Resources' Annual Report on
Form 10-K as of and for the period ended December 31, 2019, filed with the SEC on
February 28, 2020. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, are contained in the preliminary
proxy statement/prospectus and other relevant materials filed with
the SEC regarding the merger as they become available. Investors
should read the definitive proxy statement/prospectus carefully
before making any voting or investment decisions. You may obtain
free copies of these documents from Rayonier or Pope Resources
using the sources indicated above.
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SOURCE Pope Resources