Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
25 Juli 2022 - 10:11PM
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.
Subject Companys Commission File Number: 001-36239
July 25, 2022
PotlatchDeltic Corporation
(PotlatchDeltic) posted material to its website that includes the following slide 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.:
CATCHMARK MERGER UPDATE The combination creates significant strategic and financial opportunities beyond what could be achieved by
either company on a stand-alone basis. Merger is expected to close in Q3 2022. KEY MERGER TERMS STRATEGIC RATIONALE FINANCIAL RATIONALE Merger Structure Diversified timberland ownership of ~2.2 Combined market capitalization of $4 billion and
Stock-for-stock merger with 0.23 PCH million acres with ~70% located in enterprise value over $5 billion1 shares issued for each CTT share strengthening southern markets Pro forma ownership: PCH Stockholders 86%, CTT stockholders 14%
Compelling annual CAD2 synergies of $16 million Remain top-ten U.S. lumber producer with capacity of 1.1 BBF (run rate basis) Management & Board Chairperson: Mike Covey President & CEO: Eric Cremers Broader real estate
opportunities, including Accretive to CAD per share in the first full year3 10 member Board of Directors: 9 from natural climate solutions PCH; 1 from CTT Significant cash flow accretion Remain the timber REIT with the most Location &
Name leverage to lumber prices and aligned with Corporate headquarters: Spokane, WA robust industry fundamentals Strong balance sheet and credit metrics Regional office maintained in Atlanta, GA Name: PotlatchDeltic Corporation
(Nasdaq: PCH) Expanded bolt-on growth opportunities Remain committed to investment grade rating Key Closing Condition: CatchMark stockholder approval Form S-4 filed July 11, 2022 Expect merger to close Q3 2022 1 | Pro forma based on
PotlatchDeltics stock price as of May 27, 2022 and the respective companies debt and cash balances as of March 31, 2022. 2 | Non-GAAP measure; see appendix for definition. 1 3 | Assuming full run-rate synergies and excluding costs to
achieve the synergies.
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 has filed with the Securities
and Exchange Commission (SEC) a Registration Statement on Form S-4 that constitutes a draft prospectus of PotlatchDeltic and also includes a draft proxy statement of CatchMark. After the
Registration Statement has been updated by an amendment and declared effective, CatchMark will mail the definitive proxy statement/prospectus to its stockholders. The proxy statement/prospectus related to the proposed merger contains important
information about PotlatchDeltic, CatchMark, the proposed transaction and related matters. Investors are urged to carefully read the proxy statement/prospectus and other documents filed or 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 joint proxy statement/prospectus and other documents filed by PotlatchDeltic with the SEC through the
website maintained by the SEC at www.sec.gov or by contacting PotlatchDeltics Investor Relations by telephone at (509) 835-1521 or by mail at 601 West First Avenue, Suite 1600, Spokane Washington 99201.
In addition, investors will be able to obtain free copies of the documents filed with the SEC on PotlatchDeltics website at www.potlatchdeltic.com (which website is not incorporated herein by reference).
The Company and its 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. You can obtain free copies of these document from PotlatchDeltic using the contact information above.
Forward-Looking Statements
Statements made in
this communication and related statements that express PotlatchDeltics or our managements 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 CatchMarks stockholders to approve the merger transaction; disruption to our 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 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 PotlatchDeltics reports filed with the SEC, including its annual report 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 disclaims 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.
CatchMark Timber (NYSE:CTT)
Historical Stock Chart
Von Nov 2024 bis Dez 2024
CatchMark Timber (NYSE:CTT)
Historical Stock Chart
Von Dez 2023 bis Dez 2024
Echtzeit-Nachrichten über CatchMark Timber Trust Inc (New York Börse): 0 Nachrichtenartikel
Weitere Catchmark Timber Trust, Inc. News-Artikel