ATLANTA, Sept. 6, 2018 /PRNewswire/ -- CatchMark Timber
Trust, Inc. (NYSE: CTT) announced today the company is
evaluating a potential offer to acquire Phaunos Timber Fund Ltd
(LSX: PFT), a Channel Islands domiciled, closed-end real estate
fund which owns a portfolio of premium timberland assets, in a
stock-for-stock transaction. If completed, the transaction would
significantly increase CatchMark's market capitalization and
enterprise value. At current stock prices, the combined company
would have an $850 million equity
value and $1.3 billion enterprise
value.
CatchMark's potential offer for Phaunos, which announced last
year a decision to wind down its operations, values Phaunos at
$0.57 per share to be paid in new
shares of CatchMark Class A common stock1. The
announcement of any firm offer is subject to the satisfaction of a
pre-condition and there can be no certainty that any firm offer
will be made, even if the pre-condition is satisfied.
Jerry Barag, CatchMark President
and CEO, said: "Consistent with our corporate strategy, this
transaction would position CatchMark for future growth by
strengthening our balance sheet and increasing sustainable
diversified cash flow. It also would be CAD accretive and improve
our credit metrics."
Approximately 74% of Phaunos timberlands, based on portfolio
value, are located in New Zealand,
supplying the high-growth East Asian market. The balance of its
assets are located in the Americas.
Barag said: "The Phaunos portfolio fits our existing strategy
for acquiring institutional-quality assets with superior
productivity that can generate durable growth for our stockholders.
It presents a compelling opportunity worth our study and
analysis."
The executive leadership and board of CatchMark would manage the
combined company.
About CatchMark
CatchMark Timber Trust, Inc. (NYSE: CTT) is a self-administered
and self-managed, publicly-traded timberland REIT that strives to
deliver superior risk-adjusted returns for all stakeholders through
disciplined acquisitions, sustainable harvests, and well-timed real
estate sales. Headquartered in Atlanta and focused exclusively on timberland
ownership and management, CatchMark began operations in 2007 and
owns interests in approximately 1.6 million acres* of timberlands
located in Alabama, Florida, Georgia, Louisiana, North
Carolina, South Carolina,
Tennessee and Texas. For more information, visit
www.catchmark.com.
* As of July 6, 2018
Forward-Looking Statements
This press
release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, as amended. Such forward-looking
statements can generally be identified by our use of
forward-looking terminology such as "may," "will," "expect,"
"intend," "anticipate," "estimate," "believe," "continue," or other
similar words. However, the absence of these or similar words or
expressions does not mean that a statement is not forward-looking.
Forward-looking statements are not guarantees of performance and
are based on certain assumptions, discuss future expectations,
describe plans and strategies, contain projections of results of
operations or of financial condition or state other forward-looking
information. Forward-looking statements in this press release
include, but are not limited to, statements about the expected
benefits of the proposed transaction, the projected value of the
combined company, and other statements that are not historical
facts.
Forward-looking statements are based on a number of
assumptions involving judgments and are subject to risks,
uncertainties and other factors that could cause actual results to
differ materially from our historical experience and present
expectations. Such risks and uncertainties include, but are
not limited to, the risks that the Company may not make an offer
for Phaunos or any such offer may not be accepted; if an offer is
made and accepted, the conditions to the closing of the proposed
transaction may not be satisfied; the length of time necessary to
consummate the proposed transaction may be longer than contemplated
for various reasons; the acquired assets and operations may not be
integrated successfully or integration costs may be higher than
anticipated; the expected benefits of the proposed transaction may
not be fully realized or may take longer to realize than expected;
the diversion of management time on transaction-related matters;
the potential impact of the announcement or consummation of the
proposed transaction on relationships with customers, suppliers,
competitors, and management and other employees; and litigation
risks related to the proposed transaction. Accordingly, readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
We make no representations or warranties (express or implied) about
the accuracy of any forward-looking statements contained in this
press release, and we do not intend to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required by
law.
1 CatchMark reserves the right to introduce other
forms of consideration and/or to vary the form of the consideration
to be paid pursuant to any offer, if made. In addition, CatchMark
reserves the right to reduce or set aside the value of $0.57 per Phaunos share referred to above and/or
at any time to make an offer on less favorable terms in the
following circumstances: (i) with the recommendation or consent of
the Phaunos board; (ii) if a third party announces a firm offer for
Phaunos (other than the firm offer made by Stafford Capital
Partners Limited); (iii) following the announcement by Phaunos of a
"whitewash" transaction pursuant to the UK Takeover Code; and (iv)
Phaunos announces, declares, pays or makes a dividend or any other
distribution to its shareholders (in which case any firm offer will
be adjusted by the amount of the dividend or distribution).
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SOURCE CatchMark Timber Trust, Inc.