Obsidian Finance Group and The Campbell Group Propose to Acquire Longview Fibre Company for $26.00 Per Share in Cash
Northwest Team Proposes to Purchase and Operate Washington-Based Forest Products Company
Offer Provides Significant and Immediate Value to Shareholders and is Superior to Management's Current Proposed REIT Conversion
PORTLAND, OREGON - MARCH 06, 2006 - Obsidian Finance Group, LLC, a private equity firm, together with The Campbell Group, LLC, a timber investment management company, today announced a proposal to acquire Longview Fibre Company (NYSE: LFB)in a merger for $26 per share in cash. The offer represents a 36% premium over the March 03, 2006 20-day moving average closing share price of $19.05 and a 53% premium over the closing share price on March 15, 2005, the date Longview Fibre announced it would review strategic alternatives.
The Campbell Group and Obsidian have made repeated attempts to discuss this proposal with management and the Board of Directors of Longview Fibre over the last several months. Longview Fibre and its Board of Directors have rejected two written requests by Obsidian and Campbell to discuss the proposal. "We urge Longview Fibre's Board of Directors to reconsider its decision not to pursue discussions regarding our proposal," said Obsidian senior principal David Brown. "We believe our proposal provides an excellent opportunity for Longview Fibre's shareholders, employees and customers."
Brown continued: "Our proposed price of $26 per share would offer Longview Fibre's shareholders immediate cash substantially in excess of levels at which the Company may be expected to trade as a Real Estate Investment Trust in the foreseeable future. In addition, while Longview's current plan to convert into a REIT would impede the future growth of its manufacturing operations, our proposal would separate the manufacturing operations from the timber business, freeing the manufacturing operations from restrictive REIT rules and providing flexibility to maintain Longview's competitiveness. We believe that with the proper strategy, Longview Fibre can be a strong long-term performer."
Campbell Group President, John Gilleland, added, "Longview Fibre's 585,000 acres in Washington and Oregon are top quality timberlands and will make an excellent complement to our existing portfolio of Northwest timberlands which we manage on behalf of our clients."
Longview Fibre has recently announced plans to issue additional shares of its common stock and new senior debt securities. Brown noted that: "The new shares of stock are dilutive to current shareholders and will likely dilute the per share premium we can offer. The new debt securities have terms that are inconsistent with our proposal and would result in significant additional costs that would force us to reduce the offered price. As a result, we urge Longview to defer completion of the new issuances of common stock and debt securities until it has discussed our acquisition proposal with us and given the proposal a full and fair review."
Brown and Gilleland urge shareholders who are interested in their proposal to contact Longview Fibre and ask them to meet with Obsidian and Campbell to discuss it.
Obsidian Finance Group is a private equity firm located in Portland, Oregon whose personnel have extensive experience in the paper and forest products industry. Obsidian's principals are David Brown and Kevin Padrick. In addition, Greg Hawley, the Chief Financial Officer of Willamette Industries prior to its acquisition by Weyerhaeuser, has joined Obsidian's team for this transaction.
The Campbell Group is a vertically integrated, full-service timberland investment advisory firm founded in 1981 to acquire and manage timberland for investors. The Campbell Group is one of the largest timber investment managers in the world with more than $2 billion of equity commitments available for additional timberland investments.
Under the proposal, Obsidian ultimately would acquire Longview Fibre's manufacturing assets and liabilities, and funds managed by The Campbell Group would be used to acquire Longview Fibre's timberlands. The proposal is subject to the negotiation and execution of mutually acceptable definitive agreements, the satisfactory completion of due diligence and the receipt of financing.
Equity financing for the proposal is expected to be provided by Obsidian and clients of The Campbell Group. JPMorgan has been retained by Obsidian and The Campbell Group as financial advisor and to assist with arranging debt financing in connection with the proposal. Based on publicly available information, JPMorgan has advised Obsidian that it is highly confident that the debt financing necessary for Obsidian's purchase of the manufacturing assets can be arranged. Cleary Gottlieb Steen & Hamilton LLP is legal advisor to Obsidian. The Campbell Group is being advised by LeBoeuf, Lamb, Greene & MacRae, LLP for this transaction.
The full text of the two letters submitted by Obsidian Finance Group and The Campbell Group to Mr. R.H. Wollenberg, President, Chief Executive Officer and Chairman of the Board and to the other members of the Board of Directors of Longview Fibre Company, are attached, together with Mr. Wollenberg's written reply to the most recent letter.
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Citigate Sard Verbinnen
Daniel Burch/ Lawrence Dennedy
MacKenzie Partners, Inc.