Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
May 31 2022 - 08:34AM
Edgar (US Regulatory)
Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
And deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: PotlatchDeltic Corporation
Subject Company: CatchMark Timber Trust, Inc.
Filer’s Commission File Number: 001-36239
Date: May 31, 2022
PotlatchDeltic Corporation (“PotlatchDeltic”) issued the following
to employees relating to the proposed transaction contemplated by
that certain Agreement and Plan of Merger, dated as of May 29,
2022 (the “Merger Agreement”), by and among PotlatchDeltic, Horizon
Merger Sub 2022, LLC, a wholly owned subsidiary of PotlatchDeltic,
CatchMark Timber Trust, Inc. and CatchMark Timber Operating
Partnership, L.P.
COMPANY MEMO
Date: May
31, 2022
To:
PotlatchDeltic
Employees
From: Eric
Cremers, President and CEO
Subject: PotlatchDeltic and
CatchMark Combine
Fellow Employees:
Today, we announced that PotlatchDeltic has agreed to combine with
CatchMark, an Atlanta-based timber REIT with approximately 350,000
acres. This transaction marks a significant milestone for the two
companies, and it will drive value for both sets of stockholders,
customers, partners, and employees. The combination is structured
as a merger valued at approximately $919 million based on the
closing price of PotlatchDeltic’s stock on May 27, 2022,
including $273 million of CatchMark’s net debt. It will
broaden our geographic footprint and customer base in the
southeastern U.S. through the addition of high quality, sustainably
managed timberlands. The combined company will continue to be named
PotlatchDeltic, and headquartered in Spokane, Washington. A
regional office will be maintained in Atlanta, Georgia and we plan
to establish timberland offices in southwest Georgia and central
South Carolina.
CatchMark’s timberlands are located in Georgia, South Carolina, and
Alabama, which are some of the strongest wood baskets in the U.S.
South. These wood baskets are either in balance or under supplied
and should benefit from tightening supply/demand fundamentals and
higher log prices. CatchMark also has an active higher and better
use (HBU) real estate sales initiative and owns land near larger
urban centers. This program will complement our
maximum-value-seeking real estate business, which currently focuses
on real estate development in Little Rock, Arkansas, and rural land
sales across our ownership. I hope you share my excitement for the
many opportunities that lie ahead for us through this
acquisition.
Today’s announcement is just the first step towards completing the
transaction, which we expect will close in the second half of 2022.
Until that time, both companies will continue to operate
independently. On closing, PotlatchDeltic will add one new Director
from CatchMark to our Board of Directors.
Without your continued dedication to make PotlatchDeltic
successful, this acquisition would
not have been possible. With the help of your efforts, we have been
very successful in each of our business units these past few years
leading to strong earnings and an excellent balance sheet that has
allowed us to focus on growth.
If you have any questions, please speak with your supervisor or HR
representative. You can also visit the investor page on our website
for an investor presentation, which we will review with investors
later this morning.
This is an exciting combination, and we look forward to realizing
the many benefits it will produce.
Sincerely,
/s/ Eric J. Cremers
Important Additional Information about the Proposed
Transaction
This communication is being made in respect of the proposed merger
transaction involving PotlatchDeltic Corporation (“PotlatchDeltic)
and CatchMark Timber Trust, Inc. (“CatchMark”). 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 transaction, PotlatchDeltic plans to file with the
Securities and Exchange Commission (“SEC”) a Registration Statement
on Form S-4 that
constitutes a prospectus of PotlatchDeltic and will also include a
proxy statement of CatchMark. After the Registration Statement has
been declared effective, CatchMark will mail the definitive proxy
statement/prospectus to its stockholders. The proxy
statement/prospectus to be filed with the SEC related to the
proposed merger will contain important information about
PotlatchDeltic, CatchMark, the proposed transaction and related
matters. Investors are urged to carefully read the proxy
statement/prospectus and other documents to be filed with the SEC
(or incorporated by reference into the proxy statement/prospectus)
in connection with the proposed merger, when available.
Investors will be able to obtain free copies of the proxy
statement/prospectus, when it is filed with the SEC, through the
website maintained by the SEC at www.sec.gov. In addition,
investors will be able to obtain free copies of the proxy
statement/prospectus and other documents filed with the SEC by the
parties on PotlatchDeltic’s website at
www.potlatchdeltic.com (which website is not incorporated
herein by reference), for documents filed with the SEC by
PotlatchDeltic, or on CatchMark’s website at
www.catchmark.com (which website is not incorporated herein
by reference), for documents filed with the SEC by CatchMark.
Participants in the Solicitation
PotlatchDeltic and CatchMark and their respective directors and
officers and certain other members of management and employees may
be deemed to be participants in the solicitation of proxies from
stockholders of CatchMark in connection with the merger
transaction. Certain information about the directors and executive
officers of PotlatchDeltic is set forth in its Annual Report on
Form 10-K for the year
ended December 31, 2021, which was filed with the SEC on
February 17, 2022, and its proxy statement for its 2022 annual
meeting of stockholders, which was filed with the SEC on
March 29, 2022, and will be contained in the proxy
statement/prospectus described above when it is filed with the SEC.
Certain information about the directors and executive officers of
CatchMark is set forth in its Annual Report on Form 10-K for the year ended
December 31, 2021, which was filed with the SEC on
March 3, 2022 and its proxy statement for its 2022 annual
meeting of stockholders, which was filed with the SEC on
April 15, 2022, and will be contained in the proxy
statement/prospectus described above when it is filed with the SEC.
You can obtain free copies of these document from PotlatchDeltic
and CatchMark using the contact information above.
Forward-Looking Statements
Statements made in this communication and related statements that
express PotlatchDeltic’s, CatchMark’s or their respective
management’s intentions, hopes, indications, beliefs, expectations,
or predictions of the future constitute forward-looking statements,
as defined by the Private Securities Litigation Reform Act of 1995,
and relate to matters that are not historical facts. These
statements include those regarding the closing of the merger
transaction, the expected timing of the merger transaction and the
potential effects of the merger transaction, including if it does
not close.
These statements are not guarantees of future performance or events
and are subject to risks, uncertainties and assumptions that could
cause actual results or events to vary materially from those
indicated in this communication, including: the inability to obtain
regulatory approvals of the merger transaction on the proposed
terms and schedule; the failure of CatchMark’s stockholders to
approve the merger transaction; disruption to PotlatchDeltic’s or
CatchMark’s business, including customer, employee and supplier
relationships resulting from the merger transaction; the inability
to implement business plans, forecasts, and other expectations
after the completion of the proposed merger transaction, and to
identify and realize synergies or other expected benefits; the
occurrence of any event, change, or other circumstance that could
give rise to a termination of the definitive agreement relating to
the proposed merger transaction; and other factors described in
PotlatchDeltic’s and CatchMark’s reports filed with the SEC,
including their respective annual reports for the year ended
December 31, 2021 and subsequent quarterly reports, which
risks and uncertainties are incorporated herein by reference. You
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this communication.
Except to the extent required by law, PotlatchDeltic and CatchMark
disclaim any obligation to update any forward-looking statements
after the distribution of this communication, whether as a result
of new information, future events, changes in assumptions, or
otherwise.
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