Weyerhaeuser Announces Final Exchange Ratio for Domtar Exchange Offer Set at Limit and Mandatory Extension of Offer to Midnight
March 02 2007 - 5:25PM
PR Newswire (US)
FEDERAL WAY, Wash., March 2 /PRNewswire/ -- 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exchangeable share validly tendered and not withdrawn pursuant to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. (Logo:
http://www.newscom.com/cgi-bin/prnh/20040116/WYLOGO-a
http://www.newscom.com/cgi-bin/prnh/20040116/WYLOGO-b ) 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withdrawn, prior to that time by following the procedures described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
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. 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
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. Contact: Media, Bruce
Amundson, +1-253-924-3047, or Analysts, Kathryn McAuley,
+1-253-924-2058.
http://www.newscom.com/cgi-bin/prnh/20040116/WYLOGO-a
http://www.newscom.com/cgi-bin/prnh/20040116/WYLOGO-b
http://photoarchive.ap.org/ DATASOURCE: Weyerhaeuser Company
CONTACT: Media, Bruce Amundson, +1-253-924-3047, or Analysts,
Kathryn McAuley, +1-253-924-2058 Web site:
http://www.weyerhaeuser.com/
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