Potlatch Corp., Deltic Timber To Combine In All-stock Deal - Quick Facts

(RTTNews) - Potlatch Corp. (PCH) and Deltic Timber Corp. (DEL) announced a definitive agreement to combine in an all-stock transaction. Deltic stockholders will receive 1.80 common shares of Potlatch stock for each common share of Deltic that they own. Following the close of the transaction, Potlatch stockholders will own approximately 65% of the combined company, and Deltic stockholders will own approximately 35% on a fully diluted basis. The combined company will be named PotlatchDeltic Corporation and its shares will trade on the Nasdaq Stock Market under the ticker PCH.

Upon closing of the transaction, Mike Covey will continue to serve as Chairman and CEO, and Eric Cremers will continue to serve as President and COO. John Enlow, currently President and CEO of Deltic, will serve as the company's Vice Chairman and will lead the integration of the two businesses. The Board of Directors of the combined company will comprise eight Directors from Potlatch and four Directors from Deltic.

The agreement also provides for Deltic to convert to a REIT structure. As part of the REIT conversion process, Deltic's accumulated earnings and profits, which are estimated to be approximately $250 million, will be distributed to stockholders of the combined company through a dividend consisting of 80% stock and 20% cash by the end of 2018.

Potlatch announced its Board has declared a dividend of $0.40 per share payable December 29, 2017 to stockholders of record on December 8, 2017. This is a 7 percent increase relative to the prior quarterly dividend of $0.375 per share.

"The accretive merger with Deltic as well as the strength of our northern Resource business and the favorable outlook for continued financial and operational success have enabled us to increase our quarterly dividend," said Mike Covey, CEO.