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Weyerhaeuser Announces Approval by Security Holders of Domtar Inc.

Tuesday, February 27, 2007

Press release from the issuing company

FEDERAL WAY, Wash., Feb. 26 -- Weyerhaeuser Company announced that the security holders of Domtar Inc. 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.

 

 

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