Exhibit 99.11
FACT SHEET
WY + PCL = A WINNING COMBINATION
MERGER FACTS
NAME: Weyerhaeuser (NYSE: WY)
All-stock transaction: HEADQUARTERS
PCL shareholders will receive 1.6 WY Seattle, WA
shares for each PCL share owned
Creates $23 billion timber REIT
Timing: Late Q1 or early Q2 2016
FINANCIAL BENEFITS
$2.5 $100 FAD $1 .24
BILLION MILLION ACCRETION DIVIDEND
post-closing Total annual in first full year per common
share repurchase cost synergies(per share) share (annual)
STRONG BALANCE SHEET
BEST-IN-CLASS TEAM
NON-EXECUTIVE CHAIRMAN: Rick R. Holley
PRESIDENT & CEO: Doyle R. Simons More than
SENIOR MANAGEMENT TEAM: 14K
Rhonda Hunter—SVP, Timberlands
Tom Lindquist—EVP, Real Estate, Energy & EMPLOYEES
Natural Resources
Adrian Blocker—SVP, Wood Products
Russell Hagen—SVP, CFO
Devin Stockfish—SVP, General Counsel & Serving
Corporate Secretary customers
Denise Merle—SVP, Human Resources worldwide
Tim Punke—SVP, Corporate Affairs
DIVERSE & PRODUCTIVE TIMBERLANDS
Largest private timberland owner in U.S.
22% SOUTHERN REGION
3.0 million acres
Pacific Northwest Highly productive Southern Yellow Pine forests
Primarily serves the U.S. housing market
20% PACIFIC NORTHWEST
56% 13.2 2.6 acres million Primarily High-value serves softwood West saw Coast logs, housing mostly and Douglas Asian fir
7.3 million Northern export markets
acres MILLION ACRES Region
Southern TOTAL* NORTHERN REGION
Region Mixed hardwoods
High-value hardwood sawlog & pulpwood
2% markets
323,000 Inland West softwood sawlogs
acres URUGUAY
Uruguay
Fast-growing eucalyptus and pine
*Acreage based on pro forma ownership as of 9-30-15
LEADING WOOD PRODUCTS MANUFACTURING
20 6 1 5 6 21
Lumber OSB Medium Density Plywood/Veneer Engineered Distribution
Mills Mills Fiberboard Mills Lumber Centers
Mill Mills
COMMITTED TO SUSTAINABILITY
Together we planted nearly
650 MILLION TREES
over the last five years
CREATING THE WORLD’S PREMIER TIMBER, LAND & FOREST PRODUCTS COMPANY
CREATING THE WORLD’S PREMIER TIMBER, LAND & FOREST PRODUCTS COMPANY
URUGUAY
Timberlands
+ Plywood
PLUM CREEK
2 lumber mills
2 plywood facilities
1 medium density fiberboard mill
WEYERHAEUSER
18 lumber mills
6 OSB mills
6 engineered wood mills
3 veneer / plywood facilities
21 distribution centers
Timberlands ownership
MAP OF LOCATIONS
FOCUSED PORTFOLIO INDUSTRY-LEADING PERFORMANCE DISCIPLINED CAPITAL ALLOCATION
REQUIRED LEGAL LANGUAGE
The following legal language is required on all company communication related to this transaction.
FORWARD-LOOKING STATEMENTS
This communication contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, with respect to Weyerhaeuser’s future results and performance, the expected benefits of the proposed transaction such as efficiencies, cost savings and growth potential and the expected timing of the completion of the transaction, all of which are subject to risks and uncertainties. Factors listed below, as well as other factors, may cause actual results to differ significantly from these forward-looking statements. There is no guarantee that any of the events anticipated by these forward-looking statements will occur. If any of the events occur, there is no guarantee what effect they will have on company operations or financial condition. Weyerhaeuser will not update these forward-looking statements after the date of this communication.
Some forward-looking statements discuss Weyerhaeuser’s and Plum Creek’s plans, strategies, expectations and intentions. They use words such as “expects,” “may,” “will,” “believes,” “should,” “approximately,” “anticipates,” “estimates,” and “plans.” In addition, these words may use the positive or negative or other variations of those and similar words.
Major risks, uncertainties and assumptions that affect Weyerhaeuser’s and Plum Creek’s businesses and may cause actual results to differ materially from those expressed or implied in these forward-looking statements, including, without limitation, the failure to receive, on a timely basis or otherwise, the required approval of Weyerhaeuser’s shareholders or Plum Creek’s stockholders with respect to the proposed transaction; the risk that any of the conditions to closing of the proposed transaction may not be satisfied; the risk that the businesses of Weyerhaeuser and Plum Creek will not be integrated successfully; the effect of general economic conditions, including employment rates, housing starts, interest rate levels, availability of financing for home mortgages, and strength of the U.S. dollar; market demand for our products, which is related to the strength of the various U.S. business segments and U.S. and international economic conditions; performance of our manufacturing operations, including maintenance requirements; the level of competition from domestic and foreign producers; the successful execution of internal performance plans, including restructurings and cost reduction initiatives; raw material prices; energy prices; the effect of weather; the risk of loss from fires, floods, windstorms, hurricanes, pest infestation and other natural disasters; transportation availability and costs; federal tax policies; the effect of forestry, land use, environmental and other governmental regulations; legal proceedings; performance of pension fund investments and related derivatives; the effect of timing of retirements and changes in the market price of company stock on charges for stock-based compensation; changes in accounting principles; and other factors described in Weyerhaeuser’s and Plum Creek’s filings with the SEC, including the “Risk Factors” section in Weyerhaeuser’s and Plum Creek’s respective annual reports on Form 10-K for the year ended December 31, 2014.
NO OFFER OR SOLICITATION
This communication is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The proposed transaction involving Weyerhaeuser and Plum Creek will be submitted to Weyerhaeuser’s shareholders and Plum Creek’s stockholders for their consideration. In connection with the proposed transaction, Weyerhaeuser intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to Weyerhaeuser’s common shares to be issued in the proposed transaction and a joint proxy statement for Weyerhaeuser’s shareholders and Plum Creek’s stockholders (the “Joint Proxy Statement”) and each of
Weyerhaeuser and Plum Creek will mail the Joint Proxy Statement to their respective shareholders or stockholders, as applicable, and file other documents regarding the proposed transaction with the SEC. SECURITY HOLDERS ARE URGED AND ADVISED TO READ ALL RELEVANT MATERIALS FILED WITH THE SEC, INCLUDING THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT, CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. The Registration Statement, the Joint Proxy Statement and other relevant materials (when they become available) and any other documents filed or furnished by Weyerhaeuser or Plum Creek with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement from Weyerhaeuser upon written request to Weyerhaeuser Company, 33663 Weyerhaeuser Way South, Federal Way, Washington 98003, Attention: Director, Investor Relations, or by calling (253) 924-2058, or from Plum Creek upon written request to Plum Creek, 601 Union Street, Suite 3100, Seattle Washington 98101, Attention: Investor Relations, or by calling (800) 858-5347.
PARTICIPANTS IN THE SOLICITATION
Weyerhaeuser, Plum Creek, their respective directors and certain of their respective executive officers and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about Weyerhaeuser’s directors and executive officers is set forth in its definitive proxy statement for its 2015 Annual Meeting of Shareholders, which was filed with the SEC on April 1, 2015, and information about Plum Creek’s directors and executive officers is set forth in its definitive proxy statement for its 2015 Annual Meeting of Stockholders, which was filed with the SEC on March 26, 2015. These documents are available free of charge from the sources indicated above, and from Weyerhaeuser by going to its investor relations page on its corporate web site at www.weyerhaeuser.com and from Plum Creek by going to its investor relations page on its corporate web site at www.plumcreek.com.
Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction will be included in the Registration Statement, the Joint Proxy
Statement and other relevant materials Weyerhaeuser and Plum Creek intend to file with the SEC.