FEDERAL WAY, WA, March 2 /CNW/ - 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share validly tendered and not withdrawn pursuant to the exchange offer.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
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Weyerhaeuser shares previously tendered may be withdrawn, prior to that time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exchangeable shares are validly tendered and not withdrawn, the exchange of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
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.
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).
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.
For further information:
For further information: Media, Bruce Amundson, (253) 924-3047 or
Analysts, Kathryn McAuley, (253) 924-2058, Web Site: