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Menasha Forest Products Corporation to be Acquired in an All-Cash Transaction
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North Bend, Oregon, USA, 08 March 2007 -- /PRNewswire/ -- Menasha Forest Products Corporation (MFPC) announced today that it has entered into a definitive merger agreement through which an affiliate of investment funds managed by The Campbell Group would acquire MFPC. Under the terms of the merger agreement, holders of MFPC's outstanding common and preferred stock will receive an undisclosed sum in cash. The transaction includes the assumption of MFPC's debt and other obligations.

Through this transaction, The Campbell Group will acquire approximately 135,500 acres of prime timberlands in Oregon and Washington, together with MFPC's related businesses. "On behalf of our clients, we are pleased to have the opportunity to acquire this portfolio of high-quality, productive timberlands," said John Gilleland, president of The Campbell Group.

The transaction was unanimously approved by the MFPC board of directors and is expected to close in April 2007, subject to approval by holders of MFPC's common stock and other customary closing conditions. The transaction is not subject to a financing condition. MFPC plans to distribute a proxy and information statement to all of its stockholders that will contain a detailed description of the terms and conditions of the transaction, including the per share amounts of the merger consideration to be received by holders of MFPC's common stock and holders of MFPC's preferred stock. The stockholder meeting to vote on the transaction is expected to occur in April 2007.

"We are pleased to be able to bring to our stockholders a transaction that, we believe, reflects a very attractive value for our company," said James C. Janning, chairman of the board of MFPC.

Goldman, Sachs & Co. served as financial advisor and Skadden Arps Slate Meagher & Flom LLP served as legal advisor to MFPC in connection with the transaction. The law firm of Morrison & Foerster LLP served as legal advisor to The Campbell Group and its affiliate of investment funds. American Ag Credit will also provide financing for a portion of the transaction.

About Menasha Forest Products Corporation

Menasha Forest Products Corporation is a privately-held real estate investment trust engaged primarily in the ownership and management of approximately 135,500 acres of high-quality timberlands in Oregon and Washington. In addition to the ownership and management of timberlands, the company also conducts, through its wholly-owned subsidiaries, logging operations, forest management, fire fighting and helicopter services, and "higher and better use" land management.

About The Campbell Group, LLC

The Campbell Group, LLC (TCG) is a vertically integrated, full-service timberland investment advisory firm founded in 1981 to acquire and manage timberland for institutional and high net worth investors. Headquartered in Portland, Oregon, and through its seven offices, TCG manages timberlands in Oregon, Washington, California, and the southeastern region of the United States on behalf of institutional and high net worth clients.

Source: Menasha Forest Products Corporation


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