On
March 7, 2007, Weyerhaeuser Company issued the following press
release:
FEDERAL
WAY, Wash. (March 7, 2007) - Weyerhaeuser Company (NYSE: WY) today
announced the results of its exchange offer and the closing of its transaction
to combine its Fine Paper business and related assets with Domtar Inc.
The
transaction creates a new company called Domtar Corporation (NYSE:UFS).
Under
the
terms of the transaction, Weyerhaeuser received $1.35 billion in cash and
distributed ownership of its Fine Paper business and related assets to
Weyerhaeuser shareholders in the exchange offer.
“The
completion of this transaction generates significant value for Weyerhaeuser
shareholders,” said Steven R. Rogel, chairman, president and chief executive
officer. “Our focus is to continue to execute strategies that will drive
additional value for our shareholders.”
Exchange
Offer
Pursuant
to the exchange offer, which expired at midnight on March 6, 2007, Weyerhaeuser
announced today that it has accepted a total of 25,490,196 common shares
of
Weyerhaeuser Company and exchangeable shares of Weyerhaeuser Company Limited
exchange for 284,067,852 shares of Domtar Corporation common stock.
Under
the
terms of the exchange offer, 11.1442 shares of Domtar Corporation common
stock
will be exchanged for each Weyerhaeuser common share and exchangeable share
accepted for exchange in the offer.
According
to the exchange agent and the Canadian depositary for the offer, a total
of
116,470,356 Weyerhaeuser common shares and exchangeable shares were validly
tendered and not withdrawn prior to the expiration of the exchange offer,
including 62,236,630 shares tendered pursuant to guaranteed delivery procedures.
The total shares tendered include 181,122 Weyerhaeuser shares tendered
by odd
lot shareholders not subject to proration.
Because
more than 25,490,196 Weyerhaeuser shares have been tendered, the exchange
of
shares of Domtar Corporation for Weyerhaeuser shares will be subject to
proration. Based on the total number of Weyerhaeuser shares reported to
be
tendered prior to the expiration of the exchange offer, it is estimated
that
approximately 21.76 percent of the Weyerhaeuser common shares and Weyerhaeuser
exchangeable shares validly tendered will be accepted for exchange. Unexchanged
shares will be returned to tendering shareholders.
Weyerhaeuser
will not be able to determine the final proration factor until the delivery
of
Weyerhaeuser shares tendered by guaranteed delivery is completed, which
may be
the close of business on March 9, 2007. Weyerhaeuser will publicly announce
the final proration factor after it has been determined, which may be different
than today’s estimate.
Under
terms of the offer, fractional shares of Domtar Corporation common stock
will
not be exchanged. Instead, fractional shares will be aggregated and sold,
and
the net cash proceeds of such sale will be distributed to tendering shareholders
with fractional interests.
Because
more than 25,490,196 Weyerhaeuser common shares and exchangeable shares
were
tendered, all shares of Domtar Corporation common stock owned by Weyerhaeuser
will be exchanged in the exchange offer, and no Domtar Corporation shares
will
be distributed as a pro rata dividend to Weyerhaeuser shareholders.
Closing
of Transaction
Weyerhaeuser
today also announced the completion of the contribution of its Fine Paper
business to Domtar Corporation and the effectiveness of the plan of arrangement
between Domtar Corporation and Domtar Inc. (NYSE: DTC).
Domtar
Corporation (NYSE/TSE: UFS) common stock has been approved for listing
on the
New York Stock Exchange and the Toronto Stock Exchange. It is anticipated
that
trading on such exchanges on a when-distributed basis will begin
today.
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
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 announced previously. The exchange 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. 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.
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.