CatchMark Timber Trust, Inc. Stockholders Approve Merger with PotlatchDeltic Corporation
CatchMark Timber Trust, Inc. (NYSE: CTT) (“CatchMark” or the “Company”) announced that, at the special meeting of stockholders (the “Special Meeting”) held today, its stockholders approved the merger of CatchMark with and into a wholly owned subsidiary of PotlatchDeltic Corporation (NASDAQ: PCH) (“PotlatchDeltic”), pursuant to the terms of the Agreement and Plan of Merger, dated as of May 29, 2022 (the “Merger Agreement”). CatchMark will provide final vote results for the Special Meeting, as certified by the independent Inspector of Election, on a Form 8-K to be filed with the U.S. Securities and Exchange Commission.
The transaction is expected to close on or about September 14, 2022, subject to the satisfaction or waiver of customary closing conditions. Under the terms of the Merger Agreement, among other things, each share of CatchMark Class A common stock, par value $0.01 per share (“CatchMark common stock”) issued and outstanding immediately prior to the effective time of the Company merger will be automatically converted into the right to receive, in accordance with the terms of the Merger Agreement, 0.230 validly issued, fully paid and non-assessable shares of PotlatchDeltic, without interest, plus the right to receive cash in lieu of fractional shares. Upon the closing of the transaction, CatchMark common stock will no longer be listed on any public market.
King & Spalding LLP and Venable LLP served as CatchMark’s legal counsel and Stifel, Nicolaus & Company, Incorporated acted as CatchMark’s financial advisors. Perkins Coie LLP and Skadden, Arps, Slate, Meagher & Flom LLP served as PotlatchDeltic’s legal counsel. Bank of America served as financial advisor to PotlatchDeltic.
About CatchMark Timber Trust, Inc.
CatchMark (NYSE: CTT) invests in prime timberlands located in the nation’s leading mill markets, seeking to capture the highest value per acre and to generate sustainable yields through disciplined management and superior stewardship of its exceptional resources. Headquartered in Atlanta and focused exclusively on timberland ownership and management, CatchMark began operations in 2007 and owns interests in approximately 350,000 acres* of timberlands located in the U.S. South. For more information visit www.catchmark.com.
* As of June 30, 2022
Important Additional Information about the Proposed Transaction
This communication is being made in respect of the proposed merger transaction involving PotlatchDeltic and CatchMark. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. In connection with the proposed transaction, PotlatchDeltic filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that was declared effective on August 10, 2022 that constitutes a prospectus of PotlatchDeltic and a proxy statement of CatchMark. CatchMark filed the proxy statement/prospectus with the SEC on August 10, 2022 and mailed it to its stockholders commencing August 12, 2022. The proxy statement/prospectus related to the proposed merger contains important information about PotlatchDeltic, CatchMark, the proposed transaction and related matters. Investors are urged to carefully read the proxy statement/prospectus and other documents filed or to be filed with the SEC (or incorporated by reference into the proxy statement/prospectus) in connection with the proposed merger. Investors may obtain free copies of the proxy statement/prospectus and other documents through the website maintained by the SEC at www.sec.gov. In addition, investors are able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by the parties on PotlatchDeltic’s website at www.potlatchdeltic.com (which website is not incorporated herein by reference), for documents filed with the SEC by PotlatchDeltic, or on CatchMark’s website at www.catchmark.com (which website is not incorporated herein by reference), for documents filed with the SEC by CatchMark.
Jerry Richards – Investor Relations, PotlatchDeltic – (509) 835-1521
Ursula Godoy-Arbelaez – Investor Relations, CatchMark – (855) 858-9794
Source: CathMark Timber Trust, Inc.