Weyerhaeuser Final Plea - Elect Weyerhaeuser Nominees to Willamette Board
Press release from the issuing company
FEDERAL WAY, Wash., June 4, 2001 Weyerhaeuser Company (NYSE: WY) today announced that it sent the following letter to shareholders of Willamette Industries, Inc. (NYSE: WLL):
May 31, 2001
Dear Willamette Shareholder:
BREAK THE LOGJAM
ELECT THE WEYERHAEUSER NOMINEES
Weyerhaeuser has repeatedly stated that if Willamette is prepared to negotiate a definitive merger agreement promptly, Weyerhaeuser is willing to increase its offer above $50 per share. Weyerhaeuser believes that, by refusing to negotiate an increased price, the Willamette board and management have made it crystal clear that the company is simply not for sale at any price. The only way to break this logjam is to elect the Weyerhaeuser nominees at Willamette's
June 7th Annual Meeting.
"We do believe, however, that the Willamette board appears to have lost sight of the fiduciary responsibility it owes to its shareholders and, for that reason, its credibility as well.''
Management has consistently refused to negotiate with Weyerhaeuser, has not given any indication of a price it might accept, and has not looked for other buyers. Instead, the board's strategy seems to be concentrated upon its own survival.''
We recommend that shareholders vote for the Weyerhaeuser nominees on the gold proxy ballot.''
Proxy Monitor, 5.24.01*
Even without the ISS announcement, we think most nonaligned Willamette shareholders would have voted the Weyerhaeuser slate in order to keep their options open. In the midst of a global economic slowdown, why wouldn't you want upside options beyond the cycle?''
First Call, Deutsche Banc Alex. Brown Inc.: Mark Wilde, 5.24.01*
Metrics aside, it is Willamette's stonewalling that has kept Weyerhaeuser from improving its bid.''
We believe [Willamette's] management has made its position abundantly clear: it is simply not interested in selling. But in remaining unyielding towards negotiating with Weyerhaeuser, Willamette has shown a high degree of disregard for the wishes of its own shareholders, as expressed in their response to the tender offer.''
In the face of the company's takeover defenses, we believe that shareholders desirous of obtaining any deal-be it with Weyerhaeuser or another party-have no other recourse than to elect the Weyerhaeuser nominees.''
Institutional Shareholder Services, 5.22.01*
We believe that Willamette investors should vote for the Weyerhaeuser slate of directors. In doing so, they will preserve the potential for a higher offer price and an eventual deal. We do not believe that Willamette has presented a credible alternative to the Weyerhaeuser plan.''
First Call, Credit Suisse First Boston: Mark Connelly, 5.21.01*
IF THE WEYERHAEUSER NOMINEES ARE NOT ELECTED WE WILL WITHDRAW OUR OFFER VOTE GOLD NOW TO TAKE CONTROL OF YOUR INVESTMENT
Weyerhaeuser believes that the only way to facilitate a transaction between Weyerhaeuser and Willamette is to elect the Weyerhaeuser nominees to Willamette's board. If the Weyerhaeuser slate is elected at the June 7th meeting and Willamette continues to refuse to negotiate, we intend to nominate a slate of directors for election at Willamette's 2002 Annual Meeting. However, if the Weyerhaeuser nominees are not elected on June 7th, we will withdraw our offer, since it will take at least two more years, until the 2003 Annual Meeting, to effect a transaction not approved by the current Willamette board.
Very truly yours,
Steven R. Rogel
Chairman, President and Chief Executive Officer
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