Investigation Overview
April 29, 2020 - The case was voluntarily dismissed.
March 26, 2020 - An investigation on behalf of investors, who currently hold shares of Pope Resources, A Delaware Limited Partnership (NASDAQ: POPE), was announced concerning whether the takeover of Pope Resources, A Delaware Limited Partnership is unfair to NASDAQ: POPE stockholders.
The investigation by a law firm concerns whether certain officers and directors of Pope Resources, A Delaware Limited Partnership breached their fiduciary duties owed to NASDAQ: POPE investors in connection with the proposed acquisition.
Poulsbo, WA based Pope Resources, A Delaware Limited Partnership manages timber resources in the United States. Pope Resources, A Delaware Limited Partnership reported that its annual Total Revenue rose from $99.82 million in 2017 to $103.55 million in 2018 and that its Net Income declined from $17.75 million in 2017 to $6.69 million in 2018.
On January 15, 2020, Rayonier Inc. (NYSE:RYN) and Pope Resources, A Delaware Limited Partnership (NASDAQ:POPE) announced that they have entered into a merger agreement under which Rayonier will acquire all of the outstanding limited partnership units of Pope Resources for consideration consisting of equity and cash. Under the terms of the agreement, Pope Resources unitholders will have the right to elect to receive (i) 3.929 common shares of Rayonier, (ii) 3.929 units of Rayonier Operating Partnership LP, or (iii) $125 in cash in exchange for each unit of Pope Resources, subject to a proration mechanism as described below. Based on Rayoniers 10-day volume-weighted average price, the transaction values Pope Resources limited partnership equity at $554 million, or $126.91 per unit (assuming 70% of the Pope Resources units are exchanged for equity consideration and 30% are exchanged for cash consideration).
However, the investigation concerns whether the offer is unfair to NASDAQ: POPE stockholders. More specifically, the investigation concerns whether the Pope Resources, A Delaware Limited Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.