05.06.2006 12:01:00
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Longview Fibre Company Sends Letter to Shareholders; Board Believes Obsidian/Campbell Proposal Undervalues Longview Fibre and its High Quality Timber Assets
-- Company Completing REIT Conversion and Implementing Improved Operating Plan to Further Enhance Shareholder Value
-- Company to Vigorously Oppose Obsidian/Campbell's Self-Interested Proposals at Special Shareholders' Meeting
Longview Fibre Company (NYSE: LFB) today announced that it hassent the following letter to Longview Fibre shareholders:
June 5, 2006
Dear Longview Fibre Shareholder:
As you may be aware, your Board of Directors voted unanimously toreject an unsolicited proposal from Obsidian Finance Group, LLC andThe Campbell Group, LLC (Obsidian/Campbell) to acquire all of theoutstanding shares of the company.
Your Board carefully reviewed the Obsidian/Campbell proposal andother potential alternatives for enhancing shareholder value,including management's improved operating plan. Following that review,your Board determined that completing our conversion to a real estateinvestment trust (REIT), including increasing our annual dividend to$1.20 per share, and implementing management's improved operating planrepresents a superior alternative for enhancing shareholder value and,therefore, is in the best interests of the company and itsshareholders.
In its review, your Board noted that the Obsidian/Campbellproposal is highly conditional, lacks committed financing and wouldrequire substantial and time consuming due diligence. Importantly,even if this disruptive and time consuming process were to result inObsidian/Campbell's proposal becoming a firm offer, we believe thatthe proposal fundamentally undervalues Longview Fibre and its highquality timber assets. We also note that Obsidian/Campbell's recentstatement about potentially lowering the value of their proposalreinforces its highly conditional nature.
In response to your Board's carefully considered decision,Obsidian/Campbell are seeking a special meeting of shareholders. Underapplicable law, the holders of only ten percent of our common stockhave the right to compel a special shareholders' meeting. Given thatlow threshold, we assume that such a meeting will be called and,therefore, have determined not to spend corporate funds in solicitingagainst the calling of such a meeting. We will, of course, vigorouslyoppose what we believe to be the self-interested proposalsObsidian/Campbell intend to present once a special shareholders'meeting is called.
In the meantime, you may rest assured that your Board of Directorsis committed to acting in the best interests of the company and itsshareholders.
WE ARE COMPLETING THE REIT CONVERSION
Your Board of Directors is confident that completing the REITconversion and related refinancing will drive shareholder value by,among other things, increasing our earnings and cash flow throughdecreased taxes and lower interest costs, enabling us to pay a largerdividend and better positioning us to increase our timberlandholdings.
The last step necessary to complete the REIT conversion is ataxable distribution to shareholders of pre-REIT undistributedearnings and profits. By the end of the third quarter, we expect tocomplete this step as part of a special distribution to shareholdersof approximately $385 million. The special distribution will consistof up to approximately $77 million in cash, representing approximately$1.50 per share, with the remainder to be distributed in shares of ourcommon stock.
In order to make the special distribution, we need to refinanceour outstanding senior subordinated notes. On May 31, 2006, weannounced that we have received tenders and consents from holders ofmore than 99% of the aggregate principal amount of the seniorsubordinated notes. In addition, we have obtained commitments for a$300 million senior secured term loan facility that will be used tofund both the refinancing of the notes and the cash portion of thespecial distribution. As a result, we expect to close the financingnecessary to complete the REIT conversion shortly.
WE HAVE INCREASED OUR ANNUAL DIVIDEND TO $1.20 PER SHARE
When we initiated our REIT conversion strategy in mid-2005, weannounced that, under a new dividend policy, we would increase theannual cash dividend on our common stock. On April 17, 2006, inconnection with our announcement of an improved operating plandesigned to enhance and accelerate the delivery of shareholder value,we announced that our annual dividend rate would be increased further,initially to $1.20 per share (excluding the effect of additionalshares to be issued in the special distribution). On May 31, 2006, wedeclared our first dividend under this increased dividend rate, aquarterly cash dividend of $0.30 per share. Even with this increaseddividend, we expect the enhanced cash flow resulting from the REITconversion and improved operating plan to allow us to pay down debtand pursue value enhancing timber acquisitions.
WE ARE IMPLEMENTING AN IMPROVED OPERATING PLAN TO INCREASE CASHFLOW AND ENHANCE SHAREHOLDER VALUE
Accelerate Harvest
Since the spring weather has allowed us greater access to ournorthwest tree farms, we have been able to immediately accelerate ourtimber harvest, and we are on track to achieve our increased plan forthe full year. In line with our commitment to Sustainable ForestryInitiative practices, we expect to be able to increase our timbersales to 280 to 295 million board feet in 2006, up roughly 13% fromour previous sale target of 250 to 260 million board feet for theyear. Strong housing market demand and increased demand from newPacific Northwest sawmills are expected to result in stable log pricesthroughout the remainder of the year, and we expect to average between75 and 80 million board feet of sales over the next three quarters.
Over the next five years, we are targeting an average annualharvest rate of 325 million board feet, which we estimate will yieldapproximately $17 million in additional annual cash flow at today'sprices, compared to our previous target annual harvest rate of 275million board feet.
Monetize Higher and Better Use (HBU) Lands
Because of urbanization and other factors, portions of ourtimberlands have potentially greater economic value if used forpurposes other than timber harvest. We expect to see quick resultsfrom our intensified efforts to monetize our HBU lands. We began tolay the ground work for this effort in the summer of 2005, when wecontracted to have our timberlands surveyed and assessed for HBUclassification. As a result, we have identified 34,000 acres aspriority tract HBU lands and have four parcels currently undercontract. We are on target to generate $4 to $5 million in incrementalcash flow from sales of HBU lands in 2006.
Restructure Manufacturing Operations
In order to rationalize our corrugated capacity and increasemargins in our paper and paperboard and converted products segments,we are exploring the potential divestiture of up to eight convertingplants located in the eastern and central regions. We have formed aninternal divestiture team and are working expeditiously to implementthis part of our improved operating plan.
We believe the divestiture of these manufacturing assets willenhance our operating performance and provide additional cash toreduce debt. Meanwhile, retaining our western converting plants allowsus to maintain manufacturing operations where we have the strongestcompetitive position and focus on value-added, specialty products. Inaddition, demand and pricing momentum is favorable in these marketsand should allow for improved performance from these operations.
Increase Cash Flow
The REIT conversion and our improved operating plan are expectedto contribute to a substantial increase in our cash flow. We expect2006 consolidated cash provided by operations to be $130 to $145million, excluding the impact of $25 to $30 million of non-recurringcosts associated with early debt retirement, advisory fees and REITconversion expenses. Cash provided by operations for 2006 includingthe effect of those items is expected to be $100 to $120 million.
LONGVIEW FIBRE IS WELL POSITIONED FOR CONTINUED SUCCESS
Longview Fibre has highly attractive and productive timberlandsconsisting of approximately 587,000 acres in nine tree farms inWashington and Oregon. We have an excellent species mix and arestrategically located with access to strong domestic and exportmarkets. The scale, location and mix of these timberlands are unique,cannot be replicated and represent a significant source of value forour shareholders.
Our paper and paperboard segment has increased its specialtyvolume by 46 percent over the past four years and has a strong NorthAmerican market position in TEA-Kraft(R) and lightweight bag paper.These specialty grades tend to exhibit lower price volatility thancommodity grades. Industry-wide capacity rationalization in kraftpaper grades over the past several years has created a favorablesupply/demand relationship and a favorable backdrop for pricing, whichis reflected in our recent price increases. We plan to continue todrive operating efficiencies at the Longview mill and utilize ourability to employ a wide variety of alternative energy sources tomitigate the high cost of natural gas.
The converting plants that we intend to retain under our improvedoperating plan will continue to focus on innovative, customizedproducts. We believe that these plants, located in the western UnitedStates, are particularly well-positioned. They benefit from theirproximity to a robust agricultural-driven market that is not at riskof being off-shored, as well as a diversified base of industrial andmanufacturing customers with growing needs for our customizedproducts. Our western plants also face relatively less directcompetition than those in the eastern and central regions. As aresult, the western region's box business has grown at a time whenothers have declined. We plan to capitalize on these strengths bypursuing additional operating efficiencies through better integrationwith the Longview mill.
The gains we have achieved in productivity and efficiency in ourmanufacturing segments in recent years have positioned us to benefitfrom improvements in the pricing environment for our products.
YOUR BOARD AND MANAGEMENT TEAM HAVE A STRONG TRACK RECORD
Since taking the helm as Longview Fibre's Chief Executive Officerin November 2002, I have had the privilege of leading a managementteam that has consistently delivered on the company's strategicinitiatives, with a focus on paying down debt, upgrading ourfacilities and improving our productivity and efficiency. Ouroperational accomplishments during fiscal years 2002 through 2005include the following:
-- reducing debt by over $200 million from peak borrowings in January 2002, including a $65 million reduction in fiscal year 2005;
-- increasing specialty tonnage at our paper mill by 46%;
-- at our paper mill, reducing energy cost per ton of production by 35% and labor hours per ton of production by 14%;
-- in our converted products segment, focusing on value-added and differentiated products to achieve average prices on a square footage basis that exceed industry average prices by 5% to 10%;
-- in our converting plants, reducing labor hours per ton of production by 16% and cutting waste by 14%;
-- reducing converted finished goods inventory by approximately 60%; and
-- implementing our REIT conversion strategy.
Your Board of Directors and management have delivered considerablevalue to shareholders, as the market has recognized and rewarded thecompany for its strategy and execution. Longview Fibre's totalshareholder returns of 224.5% over the three years prior toObsidian/Campbell's announcement of their unsolicited indication ofinterest have exceeded those of both the company's peer group and theS&P 500 index. While these historical returns are gratifying, we arefar from finished with our efforts to deliver further value toshareholders.
WE ARE COMMITTED TO ACTING IN YOUR BEST INTERESTS
Your Board of Directors and management believe that theObsidian/Campbell proposal is an opportunistic attempt to acquireLongview Fibre before shareholders can reap the benefits and value ofour REIT conversion and improved operating plan. We also believe theircurrent course of action is a self-interested attempt to divertattention from management's superior alternative for enhancingshareholder value and to compensate for their proposal's highlyconditional nature, which includes extensive due diligence as well asfinancing contingencies and associated risks. We urge you not to allowObsidian/Campbell to shift the focus away from the substance of ourstrategy, which your Board of Directors considers to be in the bestinterests of Longview Fibre and all of its shareholders.
WE BELIEVE THAT OUR PLAN REPRESENTS A SUPERIOR ALTERNATIVE FORENHANCING SHAREHOLDER VALUE
We are confident in our ability to unlock the intrinsic value ofLongview Fibre. We intend to complete Longview Fibre's REIT conversionand implement our improved operating plan to further enhanceshareholder value.
We will continue to keep you informed of future developments. Wethank you for your loyalty and continued support.
Very truly yours,
/s/ R. H. Wollenberg
R. H. Wollenberg
President, Chief Executive Officer
and Chairman of the Board
IF YOU HAVE ANY QUESTIONS ABOUT RECENT DEVELOPMENTS,
PLEASE CONTACT THE FIRM ASSISTING US:
INNISFREE M&A INCORPORATED
TOLL-FREE AT 1-888-750-5834.
Certain Information Regarding Participants
Longview Fibre Company's directors and certain of its executiveofficers, as well as Longview Fibre Company, may be deemed to beparticipants in any solicitation of Longview Fibre Company'sshareholders in opposition to any solicitation conducted by ObsidianFinance Group, LLC and/or The Campbell Group, LLC or any of theiraffiliates for proxies to vote at a special meeting of Longview FibreCompany shareholders. Shareholders may obtain information regardingthe names, affiliations and interests of such individuals in LongviewFibre Company's proxy statement for the company's 2006 annual meetingof shareholders, filed with the SEC on February 27, 2006 on Schedule14A. A copy of that proxy statement may be obtained free of charge onthe Securities and Exchange Commission's Web site athttp://www.sec.gov, through the link to Longview Fibre Company's SECfilings on the company's Web site at http://www.longviewfibre.com orby directing a request to L.J. McLaughlin, 300 Fibre Way, Longview,Washington 98632, (360) 425-1550.
Important Information
In connection with any solicitation of Longview Fibre Company'sshareholders by Obsidian Finance Group, LLC and/or The Campbell Group,LLC or any of their affiliates for proxies to vote at a specialmeeting of Longview Fibre Company shareholders, Longview Fibre Companyexpects to file a proxy statement and/or other soliciting materialsand other relevant documents with the SEC. Shareholders should readany such proxy statement, other soliciting materials or other relevantdocuments when and if they become available, because they will containimportant information. Shareholders may obtain copies of suchdocuments (when and if they become available) free of charge on theSEC's Web site at http://www.sec.gov, through the link to LongviewFibre Company's SEC filings on the company's Web site athttp://www.longviewfibre.com or by directing a request to L.J.McLaughlin, 300 Fibre Way, Longview, Washington 98632, (360) 425-1550.
Forward-Looking Statements
Except for historical information, the statements made in thisletter are forward-looking statements made pursuant to the safe-harborprovisions of the Private Securities Litigation Reform Act of 1995.Forward-looking statements are based on certain assumptions orestimates, discuss future expectations, describe future plans andstrategies, contain projections of results of operations or offinancial condition or state other forward-looking information. Thecompany's ability to predict results or the actual effect of futureplans or strategies is inherently uncertain. Although the companybelieves that the expectations reflected in such forward-lookingstatements are based on reasonable assumptions, actual results andperformance could differ materially from those set forth in theforward-looking statements. Forward-looking statements in some casescan be identified by the use of words such as "may," "will," "should,""potential," "intend," "expect," "seek," "anticipate," "estimate,""believe," "could," "would," "project," "predict," "continue," "plan,""believe," "propose" or other similar words or expressions. Theforward-looking statements in this letter include statementsconcerning the company's future quarterly dividends, the impact of theimplementation of the company's operating plan on future performance,the expected level of cash provided by operations for 2006, theexpected timing of, and distributions and financing related to, thecompany's REIT conversion, and the impact on the company of the REITconversion and the related financing. Forward-looking statements arebased on the company's estimates and projections on the date they aremade, and are subject to a variety of risks and uncertainties. Factorswhich could have a material adverse effect on our operations andfuture prospects or which could cause events, circumstances or actualresults to differ materially from the forward-looking statementsinclude, but are not limited to: the company's ability to achieve itsstrategies and the results of these strategies; actual log harvestlevels and customer and product focus; the company's dependence ontimber resources; changes or growth in the general domestic andforeign economy, the forest products industry or the specific marketsinto which the company sells products; the company's ability toachieve anticipated improvements in operating results and earnings andexpected cost reductions; risks and costs associated with therestructuring of the company's manufacturing operations, including thepotential divestiture of its sawmill and select converting plants; thecompany's ability to realize anticipated benefits from the sale ofhigher and better use lands; the company's having sufficient resourcesto fund operations and meet debt payment obligations and capitalexpenditure requirements; the company's working capital needs,including inventory levels and raw material requirements;unanticipated changes in pricing and market conditions for itsproducts, energy and certain raw materials, including changes in log,paper, paperboard and converted products pricing and demand; thecompany's ability to achieve anticipated reductions in the amount ofnatural gas purchased from third parties; the company's ability toimprove reliability and uptime of equipment, creating a more steadyoperation and better management of raw material purchases; thecompany's ability to achieve anticipated savings and improvements fromvarious business improvement projects and programs within the expectedtime frames or at all; unexpected capital expenditures and the timingof completion and results of capital expenditure projects; thecompany's ability to reduce debt and prioritize the use of excess cashto reduce debt; expected sales of power; possible effects of changesin currency exchange rates between the U.S. Dollar and currencies ofimportant export markets (particularly Japan); cost of compliance withenvironmental regulations and effects of environmental contingencies,litigation and regulations on the company's financial condition andresults of operations and its competitive position; developments inthe world, national, or regional economy or involving the company'scustomers or competitors affecting supply of or demand for itsproducts, energy or raw materials, including the level of interestrates and new housing starts; implementation or revision of governmentpolicies affecting the environment, import and export control andtaxes; changes in harvest conditions or regulations affecting thecompany's timber operations; adverse weather conditions; availabilityof excess cash to pay dividends and existence of contractuallimitations on the company's ability to pay dividends; the need toobtain board approval of dividends and other distributions to thecompany's shareholders, which approval could be granted or withheldbased on, among other things, the company's results of operations,cash flow and prospects at the time; unforeseen maintenance on capitalassets; unforeseen developments in the company's business; anyadditional material weaknesses in the company's internal control overfinancial reporting that may arise or be identified; the company'sability to remediate material weaknesses in its internal control overfinancial reporting; adverse changes in the capital markets orinterest rates affecting the cost or availability of financing;disasters and other unforeseen events; potential changes in tax lawsaffecting REITs that could reduce the tax benefits associated withbeing a REIT; the occurrence of events that require a change in thetiming of the company's REIT election; the company's actual pre-REITearnings and profits could vary from estimates, resulting in a loweror higher shareholder distribution; the company's ability to satisfycomplex technical rules in order to qualify for or maintain REITstatus and to operate effectively within the limitations imposed bythose rules; and the sensitivity of the company's stock price to thelevel of dividends on its common stock.
Readers are cautioned not to place undue reliance on any of theforward-looking statements in this letter, which reflect the views ofcompany management as of the date hereof. The company cannot guaranteefuture results, levels of activity, performance or achievements. Thecompany does not undertake any obligation to update any of theforward-looking statements contained in this letter. For additionalinformation about factors that could impact future results, see therisk factors in the company's most recent annual report on Form 10-Kon file with the SEC.
This letter includes the company's expectation as to the range ofits consolidated cash provided by operations for 2006, excluding theimpact of non-recurring costs associated with early debt retirement,advisory fees and REIT conversion expenses. Management believes thisnon-GAAP financial measure is useful to investors because, byexcluding specified non-recurring, transaction-related costs that maynot be indicative of the company's ongoing operating performance, itfacilitates a better period-to-period comparison of the company'sprojected operating performance for 2006 than would a projection ofcash provided by operations determined in accordance with GAAP.Consolidated cash provided by operations, excluding the impact ofnon-recurring costs associated with early debt retirement, advisoryfees and REIT conversion expenses, should be considered together with,and is not intended as a substitute for, cash provided by operationsor any other performance measures calculated and presented inaccordance with GAAP.
About Longview Fibre Company
Longview Fibre Company is a diversified timberlands owner andmanager, and a specialty paper and container manufacturer. Usingsustainable forestry methods, the company manages approximately587,000 acres of softwood timberlands predominantly located in westernWashington and Oregon, primarily for the sale of logs to the U.S. andJapanese markets. Longview Fibre's manufacturing facilities include apulp-paper mill at Longview, Washington; a network of convertingplants; and a sawmill in central Washington. The company's productsinclude: logs; corrugated and solid-fiber containers; commodity andspecialty kraft paper; paperboard; and dimension and specialty lumber.Longview Fibre press releases, SEC filings and Annual Reports areavailable at no charge through the company's Web site atwww.longviewfibre.com.
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