On
March 2, 2007, Weyerhaeuser Company issued the following press
release:
For
immediate release
For
more
information contact:
Media
– Bruce
Amundson (253) 924-3047
Analysts
– Kathryn
McAuley (253) 924-2058
Weyerhaeuser
Announces Final Exchange Ratio for Domtar Exchange Offer Set at Limit and
Mandatory Extension of Offer to Midnight on Tuesday, March
6
FEDERAL
WAY, Wash. (March
2,
2007) –
Weyerhaeuser Company (NYSE: WY) today announced the final exchange ratio
in
connection with its offer to exchange 284,067,852 shares of Domtar Corporation
common stock for common shares of Weyerhaeuser Company and exchangeable shares
of Weyerhaeuser Company Limited. The final exchange ratio is set at the limit
of
11.1442 shares of Domtar Corporation common stock for each Weyerhaeuser common
share and exchangeable share validly tendered and not withdrawn pursuant
to the
exchange offer.
The
exchange offer is part of the previously announced transaction to combine
Weyerhaeuser’s Fine Paper Business and related assets with Domtar Inc.
(NYSE/TSE: DTC) to create a new company called Domtar Corporation.
The
calculated values of $1.11 of Domtar Corporation common stock for each $1
of
Weyerhaeuser shares, based on the simple arithmetic average of the daily
volume-weighted average prices (VWAP) of Weyerhaeuser common shares and common
shares of Domtar Inc. on the New York Stock Exchange on Feb. 28,
March 1 and March 2, 2007, would have resulted in an exchange ratio of
more than 11.1442 Domtar Corporation shares for each Weyerhaeuser share
exchanged. Accordingly, the exchange ratio is set at the limit of 11.1442
as
provided by the terms of the exchange offer.
Because
the limit of 11.1442 shares of common stock of Domtar Corporation per
Weyerhaeuser share is in effect, the exchange offer will be mandatorily extended
to 12:00 midnight, New York City time, on Tuesday, March 6, 2007. As of 12:00
midnight, New York City time, on March 1, 2007, approximately 9.6 million
Weyerhaeuser common shares and exchangeable shares had been tendered for
exchange.
The
exchange offer is now scheduled to expire at 12:00 midnight, New York City
time,
on Tuesday, March 6, 2007. Weyerhaeuser common shares and exchangeable
shares may be tendered pursuant to the exchange offer, and Weyerhaeuser shares
previously tendered may be withdrawn, prior to that time by following the
procedures described in the exchange offer materials previously sent to
Weyerhaeuser shareholders.
Based
on
the final exchange ratio, a maximum of 25,490,196 Weyerhaeuser common shares
and
exchangeable shares will be accepted for exchange pursuant to the exchange
offer. If more than 25,490,196 Weyerhaeuser common shares and exchangeable
shares are validly tendered and not withdrawn, the exchange of shares with
tendering shareholders will be subject to proration.
The
offer
remains subject to a number of conditions, including satisfaction of the
remaining conditions to the plan of arrangement between Domtar Corporation
and
Domtar Inc.
If
the
exchange offer expires at 12:00 midnight, New York City time, on March
6, 2007,
as currently scheduled, the record time for the previously declared conditional
pro rata dividend is expected to be March 7, 2007. If the exchange offer
is
further extended, the record time for the dividend is expected to be the
first
business day after the further extended expiration date.
About
Weyerhaeuser
Weyerhaeuser
Company, one of the world’s largest integrated forest products companies, was
incorporated in 1900. In 2006, sales were $21.9 billion. It has offices or
operations in 18 countries, with customers worldwide. Weyerhaeuser is
principally engaged in the growing and harvesting of timber; the manufacture,
distribution and sale of forest products; and real estate construction,
development and related activities. Additional information about Weyerhaeuser’s
businesses, products and practices is available at
www.weyerhaeuser.com.
Additional
Information
The
terms
and conditions of the exchange offer are more fully described in a
Prospectus-Offer to Exchange included in the Registration Statement on Forms
S-4
and S-1 filed by Domtar Corporation with the Securities and Exchange Commission.
The Prospectus-Offer to Exchange contains important information about the
combination of Weyerhaeuser and Domtar Inc. and related matters.
This
announcement is for informational purposes only and is neither an offer to
sell
nor an offer to buy any securities or a recommendation as to whether you
should
participate in the exchange offer. The offer is made solely by the
Prospectus-Offer to Exchange and related letters of transmittal.
Investors
and shareholders are urged to read the Prospectus-Offer to Exchange, and
any
other relevant documents filed with the Securities and Exchange Commission,
when
they become available and before making any investment decisions. None of
Weyerhaeuser, Weyerhaeuser Company Limited, Domtar Inc., Domtar Corporation
or
any of their respective directors or officers makes any recommendation as
to
whether you should participate in the exchange offer. You can obtain a free
copy
of the Prospectus-Offer to Exchange and other related documents filed by
Weyerhaeuser or Domtar Corporation with the Securities and Exchange Commission
at www.sec.gov.
Weyerhaeuser
has retained Innisfree M&A Incorporated as the information agent for the
transaction. To obtain copies of the Prospectus-Offer to Exchange and related
documentation, or if you have questions about the terms of the exchange offer
or
how to participate, you may contact the information agent at 877-750-9497
(for
shareholders who speak English), 877-825-8777 (for shareholders who speak
French) and 212-750-5833 (for banks and brokers).
Forward-Looking
Statements
Information
in this communication contains forward-looking statements, which are based
on
the current plans and expectations of management and are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or those anticipated. A list of factors that could
cause
actual results to differ materially from those expressed in, or underlying,
those forward-looking statements is detailed in the filings of Weyerhaeuser
and
Domtar Corporation with the Securities and Exchange Commission, such as annual
and quarterly reports and the Prospectus-Offer to Exchange. None of
Weyerhaeuser, Domtar Corporation or Domtar Inc. assume any obligation to
update
or revise these forward-looking statements to reflect new events or
circumstances.