FEDERAL
WAY, Wash. (Feb.
26,
2007) - Weyerhaeuser Company (NYSE: WY) announced that the security holders
of
Domtar Inc. (TSE/NYSE: DTC) have voted to approve the plan of arrangement
to
combine Domtar Inc. with the fine paper business of Weyerhaeuser to be
contributed to a new company called Domtar Corporation.
Weyerhaeuser
plans to distribute the 284,067,852 shares of Domtar Corporation common stock
it
will hold as a result of the contribution of its fine paper business pursuant
to
an exchange offer for common shares of Weyerhaeuser Company and exchangeable
shares of Weyerhaeuser Company Limited commenced on Feb. 2, 2007. Upon
completion of the transactions, approximately 55 percent of the Domtar
Corporation shares will be owned by current or former Weyerhaeuser shareholders
and approximately 45 percent of the Domtar Corporation shares will be owned
by
former Domtar Inc. security holders.
Under
the
terms of the exchange offer, tendering Weyerhaeuser shareholders will receive
approximately $1.11 worth of Domtar Corporation common stock for each $1
of
Weyerhaeuser shares exchanged, subject to a limit of 11.1442 shares of Domtar
Corporation common stock per Weyerhaeuser share. The value of Weyerhaeuser
shares and Domtar Corporation common stock will be calculated using the simple
arithmetic average of the daily volume-weighted average prices (VWAP) of
Weyerhaeuser common shares and common shares of Domtar Inc., respectively,
on
the New York Stock Exchange on the last three trading days of the offer,
unless
the offer is subject to the mandatory extension described in the exchange
offer
materials previously sent to Weyerhaeuser shareholders.
The
exchange offer of Domtar Corporation common stock for Weyerhaeuser shares
is
expected to be tax-free to participating Weyerhaeuser shareholders for U.S.
federal income tax purposes. The offer will expire at 12:00 midnight, New
York
City time, on March 2, 2007, unless extended.
The
exchange 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.
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 http://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 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. 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 http://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.