Recent Securities Litigations
Pope Resources (NASDAQ: POPE)
According to the Complaint, Pope Resources and its subsidiaries, Olympic Resource Management and Olympic
Property Group, own and manage 125,000 acres of timberland and higher-and-better-use properties in Washington.
On January 14, 2020, Pope Resources’ Board of Directors caused the Partnership to enter into an agreement and plan of merger with Rayonier, Inc.
On March 17, 2020, Defendants filed a Form S-4 Registration Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading. Specifically, the Complaint alleges that the Registration Statement fails to disclose: (i) all line items used to calculate (a) adjusted EBITDA and (b) unlevered free cash flow; and (ii) a reconciliation of all non-GAAP to GAAP metrics. Additionally, the Complaint alleges that the Registration Statement omits material information regarding the analyses performed by the Partnership’s financial advisor in connection with the Proposed Transaction.