Weyerhaeuser Company · NYSE:WY
Weyerhaeuser — Merger or Acquisition (November 2015)
19 slides from Weyerhaeuser's merger presentation, Nov 9, 2015
Slide 1: Weyerhaeuser & Plum Creek Merger
WEYERHAEUSER & PLUM CREEK MERGER Creating the World’s Premier Timber, Land & Forest Products Company
Slide 2: Forward-Looking Statements and Non-GAAP Financial Measures
FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES This presentation contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, with respect to Weyerhaeuser’s and Plum Creek’s future resul
Slide 3: Legends
LEGENDS NO OFFER OR SOLICITATION This communication is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, no
Slide 4: Participants
PARTICIPANTS Rick R. Holley Doyle R. Simons Chief Executive Officer Chief Executive Officer 4
Slide 5: Strategic Announcements
STRATEGIC ANNOUNCEMENTS Weyerhaeuser and Plum Creek to merge Strategic review of Weyerhaeuser’s Cellulose Fibers business 5
Slide 6: WY + PCL = A Winning Combination
WY + PCL = A WINNING COMBINATION THE INDUSTRY LEADER SIGNIFICANT FINANCIAL BENEFITS More than 13 million acres of diverse $23 billion equity market cap and productive timberland $2.5 billion share repurchase Largest private timberland owner in the $100 million in annual synergies South and
Slide 7: Merger Summary
MERGER SUMMARY Stock-for-stock merger: 1.60 WY shares issued for each PCL share Implied premium: 13.8% to the 30-trading-day VWAP ratio of PCL:WY* Merger Pro forma ownership: WY shareholders (65%) and PCL shareholders (35%) Structure Timing: Expected to close in late first quarter or early s
Slide 8: Combination to Drive Value for All Shareholders
COMBINATION TO DRIVE VALUE FOR ALL SHAREHOLDERS Creates the world’s premier timber, land & forest products company More than 13 million acres of productive and diverse timberlands Focused Combines #1 and #2 land holdings in the U.S. South Portfolio Largest private timberland owner in the U.S.
Slide 9: Combining the Two Industry Leaders
COMBINING THE TWO INDUSTRY LEADERS COMBINED Equity $16 billion $7 billion $23 billion* Market Cap Total 6.9 million acres 6.3 million acres 13.2 million acres Acreage** EBITDA*** $1.6 billion $0.6 billion $2.2 billion Credit Committed to Investment Grade Investment Grade Rating Investment Grade Crea
Slide 10: Unparalleled Scale in Timberland Ownership
UNPARALLELED SCALE IN TIMBERLAND OWNERSHIP MORE THAN 13 MILLION ACRES* COMBINED ACREAGE Weyerhaeuser Plum Creek 10 *Includes 0.3 million acres in Uruguay. Acreage based on pro forma ownership as of 9-30-15
Slide 11: Diverse and Productive Timberlands
DIVERSE AND PRODUCTIVE TIMBERLANDS SOUTHERN REGION Highly productive Southern 22% Yellow Pine forests 3.0 million acres Primarily serves the U.S. housing market Pacific Northwest PACIFIC NORTHWEST 56% 20% High-value softwood saw 7.3 million acres logs, mostly Douglas fir 2.6 million acres Pr
Slide 12: Delivering the Highest Value of Every Acre
DELIVERING THE HIGHEST VALUE OF EVERY ACRE TIMBER VALUE Provide unmatched scale and diversity Enhance productivity through advanced silviculture Optimize logistics and marketing Continue best-in-class sustainable resource management RURAL & DEVELOPMENT LAND VALUE Capture premium recreation
Slide 13: Leading Wood Products Manufacturing
LEADING WOOD PRODUCTS MANUFACTURING Continued improvement through operational excellence Well-positioned to benefit from improving housing markets 2 lumber mills 2 plywood facilities 1 medium density fiberboard mill 18 lumber mills 6 OSB mills 6 engineered wood mills 3 veneer / plywood facilitie
Slide 14: Compelling Synergies
COMPELLING SYNERGIES $100 million of cost synergies Primarily corporate and operating overhead cost savings Run rate achieved by end of first full year Additional synergies from: Best practice sharing across the portfolio Increased harvest and fulfillment optimization and flexibility O
Slide 15: Disciplined Capital Allocation
DISCIPLINED CAPITAL ALLOCATION Return cash to shareholders Growing and sustainable dividend Share repurchase Invest in our businesses Deliver the highest return on every acre Reduce manufacturing cost structure Maintain appropriate capital structure Continued Commitment to Superior Cap
Slide 16: Financing Strategy
FINANCING STRATEGY No financing needed to close the merger Shortly after closing, WY will execute a $2.5 billion share repurchase Substantially all of the $2.5 billion share repurchase is expected to be completed via accelerated share repurchase Will result in a net financial impact on the c
Slide 17: Management Team
MANAGEMENT TEAM Doyle Simons Rhonda Hunter Tom Lindquist Adrian Blocker President & Chief SVP, Timberlands EVP, Real Estate, Energy SVP, Wood Executive Officer & Natural Resources Products Russell Hagen Devin Stockfish Denise Merle Tim Punke SVP, Chief SVP, General Counsel SVP, Human SVP, Corporate
Slide 18: Cellulose Fibers: Strategic Alternatives
CELLULOSE FIBERS: STRATEGIC ALTERNATIVES Weyerhaeuser board authorized exploration of strategic alternatives for Cellulose Fibers business Weyerhaeuser’s Cellulose Fibers business is one of the world’s largest producers of absorbent fluff pulp used in products such as diapers Alternatives incl
Slide 19: WY + PCL = A Winning Combination
WY + PCL = A WINNING COMBINATION THE INDUSTRY LEADER SIGNIFICANT FINANCIAL BENEFITS More than 13 million acres of diverse $23 billion equity market cap and productive timberland $2.5 billion share repurchase Largest private timberland owner in the $100 million in annual synergies South and
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