NORTH BEND, Ore., March 8 /CNW/ -- Menasha Forest Products Corporation
("MFPC") announced today that it has entered into a definitive merger
agreement through which an affiliate of investment funds managed by The
Campbell Group would acquire MFPC. Under the terms of the merger agreement,
holders of MFPC's outstanding common and preferred stock will receive an
undisclosed sum in cash. The transaction includes the assumption of MFPC's
debt and other obligations.
Through this transaction, The Campbell Group will acquire approximately
135,500 acres of prime timberlands in Oregon and Washington together with
MFPC's related businesses. "On behalf of our clients, we are pleased to have
the opportunity to acquire this portfolio of high-quality, productive
timberlands," said John Gilleland, President of The Campbell Group.
The transaction was unanimously approved by the MFPC Board of Directors
and is expected to close in April 2007, subject to approval by holders of
MFPC's common stock and other customary closing conditions. The transaction
is not subject to a financing condition. MFPC plans to distribute a proxy and
information statement to all of its stockholders that will contain a detailed
description of the terms and conditions of the transaction, including the per
share amounts of the merger consideration to be received by holders of MFPC's
common stock and holders of MFPC's preferred stock. The stockholder meeting
to vote on the transaction is expected to occur in April 2007.
"We are pleased to be able to bring to our stockholders a transaction
that, we believe, reflects a very attractive value for our company," said
James C. Janning, Chairman of the Board of MFPC. "Our CEO, Tom Jackman, and
his management team have done a tremendous job in conducting the process
leading up to this transaction and in putting this deal together."
Goldman, Sachs & Co. served as financial advisor and Skadden Arps Slate
Meagher & Flom LLP served as legal advisor to MFPC in connection with the
transaction. The law firm of Morrison & Foerster LLP served as legal advisor
to The Campbell Group and its affiliate of investment funds. American Ag
Credit will also provide financing for a portion of the transaction.
About Menasha Forest Products Corporation
Menasha Forest Products Corporation is a privately-held real estate
investment trust engaged primarily in the ownership and management of
approximately 135,500 acres of high-quality timberlands in Oregon and
Washington. In addition to the ownership and management of timberlands, the
company also conducts, through its wholly-owned subsidiaries, logging
operations, forest management, fire fighting and helicopter services, and
"higher and better use" land management.
About The Campbell Group, LLC
The Campbell Group, LLC ("TCG") is a vertically integrated, full-service
timberland investment advisory firm founded in 1981 to acquire and manage
timberland for institutional and high net worth investors. Headquartered in
Portland, Oregon, and through its seven offices, TCG manages timberlands in
Oregon, Washington, California, and the Southeastern Region of the United
States on behalf of institutional and high net worth clients.
For further information:
For further information: Thomas E. Jackman, Chief Executive Officer, of
Menasha Forest Products Corporation, +1-541-756-1193