FEDERAL WAY, Wash. & PORTLAND, Ore.-Jan. 28, 2002--Weyerhaeuser Company and Willamette Industries, Inc. today announced that the two companies have entered into a definitive merger agreement under which Weyerhaeuser will acquire all of the outstanding shares of Willamette for $55.50 per share in cash, giving the transaction a total equity value of approximately $6.2 billion. Weyerhaeuser will also assume approximately $1.7 billion of Willamette debt. Under the terms of the agreement, Weyerhaeuser's wholly owned subsidiary, Company Holdings, Inc., has increased the price of its tender offer to purchase all outstanding shares of Willamette common stock to $55.50 per share in cash. Willamette's Board of Directors has unanimously approved the tender offer and the merger and recommended that Willamette shareholders tender their shares into the offer. Following the completion of the tender offer, Weyerhaeuser intends to consummate a second step merger in which all remaining Willamette shares will be converted into the right to receive the same cash price paid in the tender offer. Steven R. Rogel, chairman, president, and chief executive officer of Weyerhaeuser, said, "We are very excited about the combination of Weyerhaeuser and Willamette, which will create the premier forest products company - headquartered in the Pacific Northwest. A combination of Willamette and Weyerhaeuser creates a company with high quality management and assets focused in complementary products. We will benefit from sharing the best practices of two industry leaders. The transaction will strengthen our core businesses, by enhancing our leadership in containerboard packaging, uncoated free sheet, building material businesses and timberlands. "I have had the privilege of working with employees of both companies and I am confident that we will be able to successfully integrate and build a stronger, more efficient company. Employees of both companies care deeply about their customers, their fellow workers and the communities in which they live. The high importance Willamette places on these values is one of the many reasons why we believe Weyerhaeuser and Willamette are a great fit,'' Rogel added. William Swindells, chairman of the Willamette board, said, "After careful consideration of our strategic alternatives, our board has decided that accepting Weyerhaeuser's revised offer is in the best interests of our shareholders. We believe Willamette's track record of delivering shareholder value is second to none in the industry, largely due to the tremendous dedication of our employees. We expect that they will have much to contribute to Weyerhaeuser's future success.'' The transaction is not conditioned on financing. The acquisition will be financed through commitments provided by Morgan Stanley and JP Morgan.