雷欧尼尔美股招股说明书(2025-12-23版)

Dear Shareholders of Rayonier and Stockholders of PotlatchDeltic: On October13, 2025, Rayonier Inc. (“Rayonier”), Redwood Merger Sub, LLC, a direct, wholly owned subsidiary of Rayonier (“Merger Sub”), andPotlatchDeltic Corporation (“PotlatchDeltic”) entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “mergeragreement”), which provides for the combination of Rayonier and PotlatchDeltic in a merger of equals transaction. Upon the terms and subject to theconditions set forth in the merger agreement, PotlatchDeltic will merge with and into Merger Sub, with Merger Sub surviving as a direct, wholly ownedsubsidiary of Rayonier (the “merger”). On behalf of the boards of directors of Rayonier and PotlatchDeltic, we are pleased to enclose the accompanying joint proxy statement/prospectusrelating to the merger. We are requesting that you take certain actions as a shareholder of Rayonier or stockholder of PotlatchDeltic, as applicable, asmore fully described in this joint proxy statement/prospectus. The merger agreement provides each share of common stock, par value $1.00 per share, of PotlatchDeltic (“PotlatchDeltic common stock”), issued andoutstanding immediately prior to the merger (other than certain excluded shares as further described in the merger agreement) will be converted into theright to receive 1.7339 (the “exchange ratio”) common shares, without par value, of Rayonier (“Rayonier common shares”); provided that this mergerconsideration is subject to adjustment to equalize the economic impact of the one-time $1.40 per share special dividend that Rayonier declared to itsshareholders of record on October24, 2025. As a result of this adjustment to the merger consideration, each share of PotlatchDeltic common stockissued and outstanding immediately prior to the merger will be converted into the right to receive: (a)1.8185 (the “adjusted exchange ratio”) Rayoniercommon shares and (b)$0.61 in cash (together, the “merger consideration”). The merger consideration is fixed and will not be adjusted to reflect stock price changes prior to the consummation of the merger. Rayonier shareholderswill continue to own their existing Rayonier common shares, the form of which will not be changed by the transaction. Upon completion of the merger, Rayonier shareholders are expected to own approximately 54% of the combined company and former PotlatchDelticstockholders are expected to own the remaining 46%, based on the merger consideration and the number of shares and stock-based awards of Rayonierand PotlatchDeltic outstanding, in each case, as of December 18, 2025. Each of the boards of directors of Rayonier and PotlatchDeltic (the “Rayonier board” and “PotlatchDeltic board,” respectively) has unanimouslyapproved or adopted, as applicable, the merger agreement. The value of the merger consideration to be received in exchange for each share of PotlatchDeltic common stock will fluctuate with the market value ofRayonier common shares until the merger is completed. Based on Rayonier’s closing stock price on December 18, 2025, the implied value of the merger consideration was $40.22. The Rayonier commonshares are listed on the New York Stock Exchange (“NYSE”) under the symbol “RYN” and the PotlatchDeltic common stock is listed on the NasdaqStock Market under the symbol “PCH.” We urge you to obtain current market quotations for the Rayonier common shares and PotlatchDeltic commonstock. Each of Rayonier and PotlatchDeltic will hold a special meeting of its shareholders in connection with the transactions contemplated by the mergeragreement. Rayonier’s special meeting of shareholders (the “Rayonier special meeting”) will be held on January27, 2026 at 10:00 a.m. Eastern Time (unless it isadjourned or postponed to a later date) at Rayonier’s headquarters, 1Rayonier Way, Wildlight, Florida 32097. At the Rayonier special meeting, Rayoniershareholders will be asked Table of Contents to consider and vote on the following matters: (i)a proposal to approve the issuance of Rayonier common shares in connection with the merger (the“Rayonier share issuance proposal”) and (ii)a proposal to adjourn the Rayonier special meeting from time to time, if necessary or appropriate, to solicitadditional proxies in the event there are not sufficient votes at the time of the Rayonier special meeting to approve the Rayonier share issuance proposal(the “Rayonier adjournment proposal”).The Rayonier board has unanimously approved the merger agreement and the transactions contemplatedby the merger agreement, including the merger and the share issuance, and unanimously recommends that Rayonier shareholders vote “FOR”the Rayonier share issuance proposal and “FOR” the Rayonier adjournment proposal. PotlatchDeltic’s special meeting of stockholders (the “PotlatchDeltic special meeting”) will be held virtually on January27, 2026 at 9:00a.m., PacificTime (unless it is adjourned or postponed to a later date) via live audio