Item 8.01. Other Events.
As previously disclosed, on
Pursuant to the Merger Agreement, the Company will be merged with and into Merger Sub (the "Company Merger"), with Merger Sub surviving the Company Merger. Immediately following the Company Merger, the Partnership will be merged with and into Merger Sub (the "Partnership Merger" and together with the Company Merger, the "Mergers"), with Merger Sub surviving the Partnership Merger. Capitalized terms used below but not defined herein have the respective meanings assigned thereto in the Merger Agreement.
Certain Merger-Related Litigation Matters
Following the initial filing of the registration statement by Parent on
The Bell Lawsuit named as defendants the Company and the Company's directors. The Bell Lawsuit alleged that the Merger Consideration is inadequate and that the process culminating in the Mergers was flawed. The Bell Lawsuit also alleged that the Registration Statement omitted material information on certain topics, including the sales process, certain financial projections, a reconciliation of non-GAAP financial metrics to GAAP metrics, and financial analyses performed by the Company's financial advisor. Relying on these allegations, the Bell Lawsuit asserted, on behalf of an individual plaintiff, (1) a cause of action under Section 14(a) of the Exchange Act and its implementing regulations, alleging that purported omissions render the Registration Statement false and misleading; (2) a "control person" claim under Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") based on the alleged Section 14(a) violation; (3) a claim for breach of fiduciary duties against the Company's directors; and (4) a claim against the Company for allegedly aiding and abetting the directors' asserted breaches of fiduciary duties. After filing the Bell Lawsuit, the plaintiff subsequently voluntarily dismissed the complaint. The plaintiff then sent a letter to the Company in which the plaintiff identified similar alleged omissions in the Registration Statement and demanded that the Company make additional disclosures relating to the various alleged omissions.
The Bushansky Lawsuit names as defendants the Company and the Company's directors. The Bushansky Lawsuit alleges that the Company's public disclosures regarding the Mergers omitted material information on certain topics, including inputs and assumptions used in financial projections and details regarding the financial analyses performed by the Company's financial advisor. Relying on these allegations, the Bushansky Lawsuit asserts, on behalf of an individual plaintiff, (1) a cause of action under Section 14(a) of the Exchange Act and its implementing regulations, alleging that purported omissions render the Registration Statement false and misleading; and (2) a "control person" claim under Section 20(a) of the Exchange Act based on the alleged Section 14(a) violation. The Bushansky Lawsuit seeks to enjoin defendants from proceeding with the Mergers, rescission of the Mergers and an award of damages if the Mergers are consummated, and an award of plaintiff's costs and attorneys' fees.
In addition, the Company has received letters from various alleged stockholders asserting that the Company's disclosures regarding the Mergers were materially false or misleading on similar grounds to those expressed in the Bell Lawsuit, in the subsequent letter sent by plaintiff Bell, and in the Bushansky Lawsuit.
The results of complex legal proceedings are difficult to predict, and these matters could delay or prevent the Mergers from becoming effective in a timely manner. Although the ultimate outcome of these matters cannot be predicted with certainty, the Company believes that the claims asserted against the Company and its directors are without merit. The Company intends to defend against these actions vigorously.
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While the Company believes that the disclosures in connection with the Mergers, including those set forth in the proxy statement/prospectus (as defined below), comply fully with applicable law, the Company has determined to voluntarily supplement the proxy statement/prospectus with the supplemental disclosures set forth below (the "Supplemental Disclosures"). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the litigation that any additional disclosure was or is required.
SUPPLEMENTAL DISCLOSURES TO DEFINITIVE PROXY STATEMENT/PROSPECTUS
In connection with the Mergers, the Company filed a definitive proxy statement
(the "proxy statement/prospectus") with the
These supplemental disclosures should be read in connection with the proxy statement/prospectus, which should be read in its entirety. To the extent that information herein differs from or updates information contained in the proxy statement/prospectus, the information contained herein supersedes the information contained in the proxy statement/prospectus. Capitalized terms used but not defined herein have the meanings set forth in the proxy statement/prospectus, unless otherwise defined below. All page references in the information below are to pages in the proxy statement/prospectus.
The following supplemental disclosure includes the following additional paragraph immediately following the first paragraph on page 57 of the proxy statement/prospectus concerning Background of the Mergers.
As of
The following supplemental disclosure amends and restates in its entirety the second paragraph on page 61 of the proxy statement/prospectus concerning the Background of the Mergers.
On
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transaction with fixed price consideration. Representatives from Stifel stated that neither PotlatchDeltic nor Party B were likely to agree to a fixed-price, floating exchange ratio transaction, or to enter into a collar agreement without a substantial reduction in the exchange ratios being offered, and that a fixed-price transaction would limit any potential appreciation in value of the stock of PotlatchDeltic or Party B between the execution of the merger agreement and the closing of the Mergers. The CatchMark Board and the CatchMark management team discussed their views with respect to the potential for growth of the Combined Company as compared to Party B, including growth stemming from forest management scale and infrastructure, internalized operations, expanded and diversified timberland assets, enhanced public market profile, the compelling strategic fit and CAD synergies. The CatchMark Board reviewed the potential dividend growth for CatchMark stockholders as compared between PotlatchDeltic and Party B, including that the increase in annualized dividend growth for CatchMark stockholders on a per share basis from PotlatchDeltic was materially higher as compared to Party B. After discussion, including a review of the alternative of remaining as an independent, stand-alone company, the CatchMark Board directed representatives of Stifel to inform PotlatchDeltic that it was likely to be selected as the winning bidder and to indicate to Party B that it was not selected as the winning bidder, but that the CatchMark Board would be open to reviewing any increased proposal Party B may desire to submit.
The following supplemental disclosure amends and restates in its entirety the fourth paragraph on page 61 of the proxy statement/prospectus concerning the Background of the Mergers.
On
The following supplemental disclosure amends and restates in its entirety the second paragraph on page 71 of the proxy statement/prospectus concerning the Opinion of CatchMark's Financial Advisor:
CatchMark engaged Stifel to act as financial advisor to CatchMark in connection
with the proposed merger transaction. As part of that engagement, the CatchMark
Board, in its capacity as such, requested Stifel's opinion, as investment
bankers, as to the fairness, from a financial point of view and as of the date
of such opinion, of the Merger Consideration to be received by holders of shares
of CatchMark common stock (other than Excluded Shares) pursuant to the merger
agreement. At a meeting of the CatchMark Board held on
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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