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Portland, Ore.-based Willamette Industries Inc.’s board late Monday recommended that its shareholders accept Federal Way, Wash.-based Weyerhaeuser Co.’s revised $6.1 billion buyout offer. Weyerhaeuser’s board also amended its poison pill defense to allow Weyerhaeuser to acquire Willamette’s roughly 110 million outstanding shares. The $55.50 per share tender offer expires Feb. 8 and represents a 60 percent premium over Willamette’s Nov. 10, 2000, closing price of $34.75. The deal already has received early termination of the antitrust waiting period. Weyerhaeuser’s campaign to acquire Willamette began in Nov. 2000, with Weyerhaeuser offering $5.2 billion for Willamette. Willamette said it was not for sale prompting a 14-month battle during which Weyerhaeuser revised its bid several times and waged a proxy fight to win three seats on Willamette’s nine-member board. Willamette’s advisers on the deal are investment bank Goldman, Sachs & Co., New York law firm, Simpson Thacher & Bartlett, and public relations concern Citigate, Sard, Verbinnen. Advising Weyerhaeuser are investment bank Morgan Stanley, New York law firm Cravath, Swaine & Moore and public relations firm Joele Frank, Wilkinson Brimmer Katcher. Copyright (c)2002 TDD, LLC. All rights reserved.

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