According to the Complaint, Deltic Timber Corporation is a vertically integrated natural resources company engaged in the growing and harvesting of timber and the manufacturing and marketing of lumber and medium density fiberboard (MDF). It operates through four segments: (1) woodlands, which manages all aspects of the Company’s timberlands; (2) manufacturing, which consists of its sawmills that manufacture a range of softwood lumber products and a plant that produces MDF; (3) real estate, which includes the Company’s four real estate developments and a related country club operation; and (4) corporate. It is also engaged in real estate development in central Arkansas.
This action is brought as a class action by Plaintiff on behalf of himself and the other public holders of the common stock of Deltic Timber Corp. (“Deltic” or the “Company”) against the Company and the members of the Company’s board of directors (collectively, the “Board” or “Individual Defendants,” and, together with Deltic, the “Defendants”) for their violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with the proposed merger (the “Proposed Merger”) between Deltic and a subsidiary of Potlatch Corporation (“Potlatch”).
On October 22, 2017, the Board caused the Company to enter into an agreement and plan of merger (“Merger Agreement”), pursuant to which the Company’s shareholders stand to receive 1.80 shares of Potlatch common stock for each share of Deltic stock they own (the “Merger Consideration”), representing approximately $1.16 billion in equity value.
The Complaint alleges that on December 7, 2017, in order to convince Deltic shareholders to vote in favor of the Proposed Merger, the Board authorized the filing of a materially incomplete and misleading Form S-4 Registration Statement (the “S-4”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act. The Complaint further alleges that while touting the fairness of the Merger Consideration to the Company’s shareholders in the S-4, Defendants have failed to disclose certain material information that is necessary for shareholders to properly assess the fairness of the Proposed Merger, thereby
violating SEC rules and regulations and rendering certain statements in the S-4 materially incomplete and misleading.
This case was voluntarily dismissed by the Plaintiff on March 6, 2018.