Domtar Corporation files registration statement for proposed exchange offers and proxy solicitations


    MONTREAL, Sept. 26 /CNW Telbec/ - Domtar Corporation announced today that
it has filed a registration statement with the Securities and Exchange
Commission (SEC) relating to proposed exchange offers and proxy solicitations
relating to the outstanding public debt of its subsidiary, Domtar Inc.
    Domtar Corporation intends to make offers to holders of Domtar Inc.'s
outstanding U.S. dollar denominated 7.875% Notes due 2011, 5.375% Notes due
2013, 7 1/8% Notes due 2015 and 9 1/2% Debentures due 2016 to exchange any and
all of such securities for Domtar Corporation's newly issued notes of the
corresponding series bearing interest at the same rate and maturing on the
same date as the Domtar Inc. U.S. dollar denominated notes tendered in
    In conjunction with such offers, Domtar Corporation intends to solicit
consents to amendments to the indentures pursuant to which the Domtar Inc.
securities were issued.
    Domtar Inc. intends concurrently to solicit proxies from holders of its
outstanding Canadian dollar denominated 10% Debentures due 2011 and 10.85%
Debentures due 2017, for use at a meeting of holders of each series of such
debentures, at which Domtar Inc. will seek the approval of such holders to
amend the indenture pursuant to which such series of debentures were issued to
provide Domtar Corporation with the right to acquire, at any time, all
outstanding debentures of such series in consideration for the issuance of an
equal principal amount of Domtar Corporation's newly issued Canadian dollar
denominated debt securities bearing interest at the same rate and maturing on
the same date as the Domtar Inc. Canadian debentures which may be acquired by
Domtar Corporation.
    J.P. Morgan Securities Inc. is the lead dealer manager and lead
solicitation agent and Deutsche Bank Securities Inc. is the co-dealer manager
and co-solicitation agent for the exchange offers and consent solicitations
for the Domtar Inc. U.S. dollar denominated notes and Scotia Capital Inc. and
Scotia Capital (USA) Inc. are the dealer managers for the Canadian proxy
    A registration statement relating to the Domtar Corporation debt
securities to be issued in connection with these transactions has been filed
with the SEC but has not yet become effective. The exchange offers and proxy
solicitations to which this registration statement relates may not be
commenced, and these securities may not be offered or exchanged, nor may
offers to exchange them be accepted, prior to the time the registration
statement becomes effective.
    Holders of Domtar Inc.'s outstanding debt securities should read the
applicable prospectus and related offer materials when they become available
because they contain important information. Holders can obtain a copy of the
registration statement and other exchange offer materials free of charge from
the SEC's web site at
    This press release shall not constitute an offer to exchange or the
solicitation of an offer to buy.
    There shall be no sale of the Domtar Corporation debt securities in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
    A prospectus and related offer documents will, when available, be
provided to all holders of Domtar Inc.'s outstanding debt securities free of

    Forward Looking Statements

    All statements in this press release that are not based on historical
fact are "forward-looking statements". While management has based any
forward-looking statements contained herein on its current expectations, the
information on which such expectations were based may change. These
forward-looking statements rely on a number of assumptions concerning future
events and are subject to a number of risks, uncertainties, and other factors,
many of which are outside of our control, that could cause actual results to
materially differ from such statements. Such risks, uncertainties, and other
factors include, but are not necessarily limited to, those set forth under the
captions "Forward-Looking Statements" and "Risk Factors" of the prospectuses
contained in the registration statement on Form S-4 filed with the SEC.

    Furthermore, the ability to complete the offerings referred to in this
press release is dependent on the state of the markets at the time of the
proposed offerings, and the acceptability of the offering terms to the holders
of Domtar Inc.'s debt securities. Accordingly, investors should not place any
reliance on forward-looking statements as a prediction of actual results. We
disclaim any intention to, and undertake no obligation to, update or revise
any forward- looking statements contained in this press release.

    Domtar Corporation (NYSE/TSX: UFS) is the largest integrated producer of
uncoated freesheet paper in North America and the second largest in the world
based on production capacity, and is also a manufacturer of papergrade pulp.
The Company designs, manufactures, markets and distributes a wide range of
business, commercial printing, publication as well as technical and specialty
papers with recognized brands such as First Choice(R), Microprint(R), Windsor
Offset(R), Cougar(R) as well as its full line of environmentally and socially
responsible papers, EarthChoice(R). Domtar owns and operates Domtar
Distribution Group, an extensive network of strategically-located paper
distribution facilities. Domtar also produces lumber and other specialty and
industrial wood products. The Company employs nearly 14,000 people. To learn
more, visit

For further information:

For further information: Media relations: Michel A. Rathier,
Vice-President, Corporate Communications, (514) 848-5103,; Investor relations: Nicholas Estrela, Advisor,
Investor Relations, (514) 848-5555 # 85979,

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