Rayonier And PotlatchDeltic To Merge In $8.2 Bln All-stock Deal Deal

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(RTTNews) - Rayonier, Inc. (RYN) and PotlatchDeltic Corp. (PCH) announced Tuesday that they have entered into a definitive agreement to combine in an all-stock merger of equals, creating a leading domestic land resources owner and top-tier lumber manufacturer with total enterprise value of $8.2 billion, including $1.1 billion of net debt.

Upon completion of the transaction, the combined company will become the second-largest publicly traded timber and wood products company in North America.

Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, PotlatchDeltic shareholders will receive 1.7339 common shares of Rayonier for each share of common stock of PotlatchDeltic.

The exchange ratio represents an implied price of $44.11 per PotlatchDeltic share, and a premium of 8.25% to PotlatchDeltic's closing stock price on October 10, 2025.

Upon closing of the transaction, Rayonier shareholders will own approximately 54% and PotlatchDeltic shareholders will own approximately 46% of the combined company.

The combined company will operate under a new name, to be announced prior to closing. The corporate headquarters of the combined company will be located in Atlanta, Georgia.

The combined company expects to realize approximately $40 million of annual synergies, driven by a combination of corporate and operational overhead cost savings.

Upon closing of the transaction, Mark McHugh, President and CEO of Rayonier, will continue to serve as President and CEO as well as a member of the Board of Directors of the combined company. In addition, Wayne Wasechek, currently CFO of PotlatchDeltic, will serve as CFO of the combined company

Eric Cremers, currently the President and CEO of PotlatchDeltic, will be the Executive Chair of the Board of Directors of the combined company for 24 months after closing.

The transaction is expected to close in late first quarter or early second quarter of 2026. The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of both company's shareholders.

Rayonier also announced that its Board of Directors has declared a one-time special dividend of $1.40 per share, consisting of a combination of cash and Rayonier common shares, payable on December 12, 2025, to Rayonier shareholders of record on October 24, 2025.