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EXHIBIT (a)(2)(ii)
CONTACT: Greg Hawley Cathy Dunn Paul Verbinnen/David Reno/
EVP & CFO VP Communications Jim Barron
Willamette Industries Willamette Industries Citigate Sard Verbinnen
503-273-5640 503-273-5642 212-687-8080
WILLAMETTE BOARD RECOMMENDS SHAREHOLDERS REJECT
$48 PER SHARE WEYERHAEUSER OFFER
PORTLAND, ORE. - December 12, 2000 - Willamette Industries (NYSE:WLL)
today announced that its Board of Directors voted unanimously to recommend that
Willamette shareholders reject Weyerhaeuser Company's (NYSE:WY) $48 per share
cash offer as inadequate and, among other things, not in the best interests of
Willamette, its shareholders and other constituencies.
Duane C. McDougall, President and Chief Executive Officer of Willamette,
stated, "Our Board's position remains clear and unanimous -- Willamette is not
for sale. We have a proven track record as an independent company of delivering
shareholder value. We have a strong, results-oriented culture; we are the most
vertically integrated, low-cost producer in our industry; and we have
effectively deployed our capital and assets over the course of many years. As a
result of these and other intangibles, we are extremely well positioned to
continue to produce earnings per share growth in excess of our peer group over
the cycle. With approximately $1 billion of investments in new value enhancing
projects since 1997, we are optimistic about our future."
McDougall concluded, "The Board is committed to our long-term growth
strategy. The Weyerhaeuser offer is nothing more than an opportunistic attempt
to acquire one of the industry's leading franchises when stock prices in the
industry are depressed."
In making its determination, the Willamette board considered a number of
factors, including the following:
. The Board's belief that the offer price is inadequate and that the
Weyerhaeuser offer does not reflect the long-term value inherent in
the Company;
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. The Board's belief that the offer price does not reflect the
significant value-enhancing initiatives taken by the Company over the
last few years aimed at seizing market opportunity and increasing
earnings per share growth; and management's belief that, based on the
current pricing environment, if all of the value-enhancing initiatives
previously disclosed were complete, they would add in excess of $340
million to annual earnings before interest, taxes, depreciation and
amortization;
. The fact that over the last ten years, the Company's earnings per
share growth has been more than five times the industry composite and
three times the large cap composite; and that over the last two years,
the performance of the Willamette Common Stock has exceeded both the
S&P Paper and Forest Products Index and the S&P 500;
. The Board's belief, in light of the terms of the Weyerhaeuser offer,
the Company's inherent earnings power and long-term strategic plan,
that the interests of the Company, its shareholders and other
constituencies would best be served by the Company continuing as an
independent entity;
. The Board's view that the Weyerhaeuser offer is an opportunistic
attempt to acquire one of the industry's leading franchises when stock
prices are depressed;
. The fact that the Company is not for sale but, if it were for sale,
the Board's belief that based on the $300 million in synergies that
Weyerhaeuser has publicly projected (and the $330 to $645 million
synergy range provided by Weyerhaeuser to the Company in a private
meeting) and the analysts' consensus earnings and cash flow estimates
for Weyerhaeuser and the Company, Weyerhaeuser could pay significantly
in excess of the offer price;
. The disruptive effect consummation of the Weyerhaeuser Offer could
have on the Company's employees, suppliers and customers and the
communities and geographical areas where the Company operates;
. The opinion of Goldman Sachs & Co., financial advisor to the Company,
that as of December 11, 2000, the offer price is inadequate, from a
financial point of view, to the Company's shareholders (other than
Weyerhaeuser and its affiliates); and
. The Board's and management's commitment to protecting the best
interests of the shareholders of Willamette and enhancing the long-
term value of Willamette.
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In addition, the following letter was sent to the Board of Directors of
Weyerhaeuser by the Willamette Board:
The Board of Directors
Weyerhaeuser Company
Corporate Headquarters
Tacoma, Washington 98477-0001
Dear Board Member:
The Board of Directors of Willamette Industries met today to consider
Weyerhaeuser Company's fourth unsolicited attempt to acquire Willamette in the
past two years. With respect to your offer of $48 per share in cash, we have
unanimously concluded that it is inadequate and not in the best interests of
Willamette, its shareholders and other constituencies. Accordingly, we are
strongly recommending that Willamette shareholders reject your offer and not
tender any of their shares to Weyerhaeuser.
We stand strong and unanimous in this position. Despite the many press
reports, this is not a personal matter between the senior executives of our two
companies. We encourage all of you to read fully the complete reasoning behind
our decision contained in the attached Amendment No. 1 to our Schedule 14D-9, as
well as additional information contained in our Schedule 14D-9 filed on December
5, 2000 (also attached).
We understand that there have been contacts by Weyerhaeuser or its
representatives with our customers, labor unions, shareholders and political
officials in communities where we operate. We are disturbed by the process
Weyerhaeuser has chosen to follow, a path that is inconsistent with
Weyerhaeuser's history of integrity and candor.
Rest assured, the Willamette Board of Directors and management will
continue to act in the best interests of the Company, its shareholders and other
constituencies.
Sincerely,
The Board of Directors
Willamette Industries
Winslow H. Buxton Stuart J. Shelk, Jr.
Gerard K. Drummond Robert M. Smelick
Kenneth W. Hergenhan William Swindells
Duane McDougall Michael G. Thorne
G. Joseph Prendergast Benjamin R. Whiteley
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Willamette Industries is an integrated forest products company with 106
plants, located in the U.S., France, Ireland and Mexico. The company owns 1.7
million acres of forestland which has been third-party certified as meeting the
Sustainable Forest Initiatives standards of the American Forest and Paper
Association. Willamette produces building materials, composite wood panels, fine
paper, office paper products, corrugated packaging and grocery bags.
Forward-looking statements in this release are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risks and uncertainties and actual
results could differ materially from those projected. Such risks and
uncertainties include, but are not limited to, the effect of general economic
conditions; the level of new housing starts and remodeling activity; the
availability and terms of financing for construction; competitive factors,
including price pressures; the cost and availability of wood fiber; the effect
of natural disasters on the Company's timberlands; construction delays; risk of
nonperformance by third parties; and the impact of environmental regulations and
other costs associated with complying with such regulations. Please refer to
Willamette Industries' Securities and Exchange Commission filings for further
information.
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