Willamette says it will consider Weyerhaeuser’s new buyout bid

Associated Press

PORTLAND, Ore. — Willamette Industries’ board said Tuesday it would explore Weyerhaeuser Co.’s revised $55 a share hostile takeover offer, but stressed it would also look at other options.

In a statement released late Tuesday, Willamette said it also would continue to talk with Georgia-Pacific Corp. about buying that company’s building products division, despite Weyerhaeuser’s strong opposition to that purchase.

Willamette, based in Portland, also said it would "consider other value-enhancing alternatives." Willamette spokesman Jackie Lang would not elaborate.

Willamette released the statement following a board meeting Tuesday morning. The company said the board planned to meet again in the first week of January to review the alternatives, and made clear that it would not make any decision on the revised Weyerhaeuser offer before then.

Willamette for months has fought Weyerhaeuser’s takeover bid, arguing that the price was too low. Last week, Weyerhaeuser increased its offer to $55 a share, up from $50.

While Willamette’s board has long resisted the hostile takeover, Weyerhaeuser in June was able to persuade shareholders to elect three new members to Willamette’s nine-person board who are friendly to its takeover bid.

Weyerhaeuser said last week it would withdraw its offer if Willamette completes a deal with Georgia-Pacific. But Weyerhaeuser might still be interested if Willamette continues negotiations or does something less than actually buy the Georgia-Pacific assets.

The meeting came a day after a New York money-management firm accused Portland-based Willamette’s board of going against shareholders’ interests by rejecting Weyerhaeuser’s bid.

In a letter to Willamette’s chairman, William Swindells Jr., P. Schoenfeld Asset Management threatened to raid the company’s nine-member board by proposing three candidates for election at the company’s next shareholder meeting, expected next summer.

Willamette’s board already includes three directors backed by Weyerhaeuser in Willamette’s 2001 elections.

"We continue to believe that a majority of your shareholders will not tolerate your intransigence," Peter Schoenfeld wrote. "Should you continue to thwart the desires of a majority of your shareholders, (the investment firm) currently intends to nominate a slate of directors at Willamette’s next annual meeting."

Schoenfeld wouldn’t say how many shares its clients — mostly pension funds, foundations and high-net worth individuals — own, but acknowledged its share is relatively small. The company’s investors have owned the stock for about a year.

Weyerhaeuser shares rose $1.12 to close at $54.23 Tuesday on the New York Stock Exchange, while Willamette shares fell 3 cents to close at $48.57.