Jeannie, Today a take-over bid for Harmac was announced (for clarity and to keep things getting too long, I shall post Harmac's response separately). Jay
PORTLAND, Ore., Dec. 15 /PRNewswire/ -- Pope & Talbot, Inc. (NYSE: POP),
announced today that it is making an offer to acquire 50.1% of the outstanding
common shares of Harmac Pacific Inc. (TSE: HRC) at a price of C$11.50 cash per
share.
The closing price of the Harmac Common Shares on December 12, 1997 was
C$7.80. The offering price of C$11.50 per share represents a premium of 47%
above the December 12th closing price and 31% above the average of the closing
prices on the last 20 trading days for the Harmac shares.
Harmac, headquartered in Vancouver, British Columbia, operates a pulp mill
on a deep-sea port near Nanaimo, British Columbia on the east coast of
Vancouver Island. With an annual capacity of 370,000 tons of Northern
Bleached Softwood Kraft pulp, Harmac is one of Canada's largest market pulp
producers, manufacturing a wide range of high-quality kraft pulps. Wood fiber
purchased under long-term chip supply agreements from MacMillan Bloedel and
another third party supplies 90% of the mill's requirements. In 1996, Harmac
had revenues of C$212 million and reported a net loss to the common
shareholders of C$20 million.
Pope & Talbot is an integrated wood-fiber products company that is focused
on the production of softwood dimension lumber, kraft pulp and tissue. The
Company was founded in 1849 and is headquartered in Portland, Oregon. Its
shares are publicly traded on the New York and Pacific stock exchanges. In
Canada, the Company operates three sawmills at Castlegar, Grand Forks and
Midway in the southern interior of British Columbia. In 1996, the Company had
revenues of US$450 million, of which US$170 million came from its Canadian
operations.
"We believe our offer is a very attractive opportunity for Harmac
shareholders," said Peter T. Pope, Chairman and Chief Executive Officer of
Pope & Talbot. "The short term outlook for pulp remains negative as a result
of the economic difficulties in Asia and this offer allows shareholders an
attractive alternative at this time." Mr. Pope commented further that
discussions had taken place with the management of Harmac Pacific after the
announcement that the equity offering to finance Harmac's purchase of
Kimberly-Clark's Canadian pulp mills was postponed. The discussions included
a review of possible options related to the Kimberly-Clark purchase agreement,
the possibility of combining the Harmac and Pope & Talbot pulp operations, and
the prospect for Pope & Talbot to participate in an equity offering by Harmac.
Mr. Pope said, "We are impressed with Harmac's product quality, its
management and marketing organization, and we believe that with Pope &
Talbot's operating experience, Harmac can be an even better company in the
future. Furthermore, we believe that Harmac forms the basis for a
consolidation of the North American kraft pulp industry and we are aware of a
number of opportunities which could form a part of the consolidation."
The offer, to be made through a subsidiary, is conditional on the
acquisition of not less than 50.1% of Harmac's common shares outstanding
including the common shares currently held by Pope & Talbot. The offer will
also be conditional upon the waiver or removal of Harmac's Rights Plan and
subject to other customary conditions including normal regulatory approvals.
Pope & Talbot has today requested a shareholder list and the formal offer
will be mailed to shareholders upon receipt of the list from Harmac. Pope &
Talbot has retained Goepel Shields & Partners Inc. to act as its financial
advisors and to form a soliciting dealer group to solicit acceptance of its
bid.
SOURCE Pope & Talbot, Inc.
/CONTACT: Michael Flannery or Maria M. Pope, both of Pope & Talbot, Inc.,
503-228-9161; or Donald M. Shumka 604-661-1769 of Goepel Shields & Partners
Inc./ |
