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Filed by: Weyerhaeuser Company
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Weyerhaeuser Company Commission File No.: 333-140411 |
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The
following is the text of the website that is being maintained at www.WeyerhaeuserDomtarExchange.com
in
connection with Weyerhaeuser
Company's (“Weyerhaeuser”)
offer to
exchange all shares of common stock of Domtar Corporation, a Delaware
Corporation,
owned by Weyerhaeuser, for common shares of Weyerhaeuser, and exchangeable
shares of Weyerhaeuser Company
Limited.
www.WeyerhaeuserDomtarExchange.com
Last
Updated: 2/12/2007 4:30 PM
New
York City time
IMPORTANT
NOTICE
This
website and the materials on this website do not constitute an invitation
to
sell or an offer to buy any securities or a recommendation as to whether
you
should participate in the exchange offer.
In
connection with the proposed combination of the fine paper business of
Weyerhaeuser Company (“Weyerhaeuser”) and Domtar Inc., Domtar Corporation (the
“Company”) has filed with the Securities and Exchange Commission (the “SEC”) a
registration statement that includes an exchange offer prospectus (the
“Prospectus—Offer to Exchange”). The Prospectus—Offer to Exchange contains
important information about the exchange offer and related matters, and
Weyerhaeuser has mailed the Prospectus—Offer to Exchange to its shareholders.
Investors and security holders are urged to read the Prospectus—Offer to
Exchange, and any other relevant documents filed with the SEC when they become
available, before making any investment decision. None of Weyerhaeuser,
Weyerhaeuser Company Limited, the Company or any of their respective directors
or officers makes any recommendation as to whether holders should participate
in
the exchange offer. Each holder must make his own decision after reading
the
Prospectus—Offer to Exchange.
You
can
obtain a free copy of the registration statement, of which the Prospectus—Offer
to Exchange forms a part, and other documents filed by the Company and
Weyerhaeuser with the SEC on the SEC’s website at www.sec.gov.
Those
documents may also be obtained for free upon request to Weyerhaeuser’s
information agent, Innisfree M&A Incorporated, 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). In order to ensure timely
delivery, any request should be submitted no later than February 23,
2007.
None
of
Weyerhaeuser, Weyerhaeuser Company Limited, the Company or any of their
respective directors or officers has any liability or responsibility for
the
accuracy of the information on this website accessed by clicking "I accept"
below. The data provided may be different from other sources of volume-weighted
average prices or investors’ or security holders’ own calculations of
volume-weighted average prices.
I
accept I do not accept Next
The
Exchange Offer
On
the
expiration date of the exchange offer, by 4:30 p.m., New York City time,
this
website will provide the final calculated per-share value and the exchange
ratio
showing the number of shares of common stock of Domtar Corporation (the
“Company”) accepted in the exchange offer and state whether the limit is in
effect (which would cause an automatic extension of the exchange offer).
The
exchange offer will expire at 12:00 midnight, New York City time, on March
2,
2007 unless the offer is extended or terminated.
Weyerhaeuser
Company (“Weyerhaeuser”) is offering to exchange all shares of common stock of
the Company (“Company common stock”), which are owned by Weyerhaeuser, for
common shares of Weyerhaeuser (“Weyerhaeuser common shares”) and exchangeable
shares of Weyerhaeuser Company Limited (“Weyerhaeuser exchangeable shares”) that
are validly tendered and not properly withdrawn, as described in more detail
in
the exchange offer prospectus (the “Prospectus—Offer to Exchange”).
Prospectus—Offer to Exchange (PDF).
You
can also download copies of the following:
| · |
Letter
of Transmittal for Weyerhaeuser common shares
(PDF)
|
| ° |
Instructions
for Letter of Transmittal for Weyerhaeuser common shares
(PDF)
|
| · |
Letter
of Transmittal for Weyerhaeuser exchangeable shares
(PDF)
|
The
exchange offer is designed to permit holders of Weyerhaeuser common shares
and
Weyerhaeuser exchangeable shares to exchange their shares for shares of Company
common stock at a 10% discount to the calculated per-share value of Company
common stock. Stated another way, for each $1.00 of Weyerhaeuser common shares
or Weyerhaeuser exchangeable shares accepted in the exchange offer, the
tendering holder will receive approximately $1.11 of Company common stock,
based
on calculated per-share values, subject to (i) a limit of 11.1442 shares
of
Company common stock for each Weyerhaeuser common share or Weyerhaeuser
exchangeable share accepted in the exchange offer and (ii)
proration.
The
final
calculated per-share values will be equal to (i) with respect to Weyerhaeuser
common shares and Weyerhaeuser exchangeable shares, the simple arithmetic
average of the “daily volume-weighted average price” (or daily VWAP) of
Weyerhaeuser common shares on the New York Stock Exchange on the last three
trading days (the “Valuation Dates”) of the exchange offer period, as it may be
voluntarily extended, but not including the last two trading days that are
part
of any mandatory extension triggered by the limit; and (ii) with respect
to
Company common stock, the simple arithmetic average of the daily VWAP of
common
shares of Domtar Inc. on the New York Stock Exchange on each of the Valuation
Dates. The Valuation Dates will be February 28, 2007, March 1, 2007 and March
2,
2007, unless the exchange offer is voluntarily extended. Those dates will
not
change if the exchange offer is extended solely as a result of any mandatory
extension of the exchange offer triggered by the limit.
Weyerhaeuser
will announce whether the limit on the number of shares that can be received
for
each Weyerhaeuser common share or Weyerhaeuser exchangeable share tendered
will
be in effect at the expiration of the exchange offer period, through this
website and by press release, no later than 4:30 p.m., New York City time,
on
the expiration date. If the limit is in effect at that time, then the exchange
ratio will be fixed at the limit and the exchange offer will be automatically
extended until 12:00 midnight, New York City time, on the second following
trading day to permit shareholders to tender or withdraw their Weyerhaeuser
common shares and Weyerhaeuser exchangeable shares during those
days.
The
information on this website is being provided solely in connection with the
exchange offer and should not be used for any other purpose. You should refer
to
the Prospectus—Offer to Exchange for additional information about the exchange
offer.
The
following table shows indicative calculated per-share values for Weyerhaeuser
common shares (including Weyerhaeuser exchangeable shares) and Company common
stock. On each of the Valuation Dates, the VWAPs and indicative calculated
per-share values will be updated at 10:30 a.m., 1:30 p.m. and 4:30 p.m.,
New
York City time. During each of those days, this table provides only the last
previously provided indicative calculated per-share value with respect to
that
day. On the last Valuation Date, the daily VWAP shown the prior day will
be the
actual daily VWAP used in determining the final calculated per-share
values.
|
Date
|
End
of Day
VWAP WY |
Indicative
Calculated
Value (3 Day Average) |
End
of Day
VWAP DTC.N |
Indicative
Calculated
Value (3 Day Average) |
Indicative
per Share Value |
Share
Exchange Ratio |
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|
1/30/2007
|
$74.9618
|
N.A.*
|
$8.1606
|
N.A.*
|
N.A.*
|
N.A.*
|
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|
1/31/2007
|
$74.9024
|
N.A.*
|
$8.2595
|
N.A.*
|
N.A.*
|
N.A.*
|
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2/1/2007
|
$75.2656
|
$75.0433
|
$8.2209
|
$8.2137
|
$7.3923
|
10.1515
|
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2/2/2007
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$76.5998
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$75.5893
|
$7.9258
|
$8.1354
|
$7.3219
|
10.3238
|
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2/5/2007
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$77.8940
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$76.5865
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$8.0422
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$8.0630
|
$7.2567
|
10.5539
|
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2/6/2007
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$78.5687
|
$77.6875
|
$7.8986
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$7.9555
|
$7.1600
|
10.8503
|
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|
2/7/2007
|
$78.9305
|
$78.4644
|
$7.7990
|
$7.9133
|
$7.1220
|
11.0172
|
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2/8/2007
|
$79.1896
|
$78.8963
|
$7.8651
|
$7.8542
|
$7.0688
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11.1442§
|
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2/9/2007
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$78.6967
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$78.9389
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$7.9643
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$7.8761
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$7.0885
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11.1362
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2/12/2007
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$78.0012
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$78.6292
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$7.7922
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$7.8739
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$7.0865
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11.0956
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2/13/2007
|
$
-
|
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2/14/2007
|
$
-
|
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2/15/2007
|
$
-
|
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2/16/2007
|
$
-
|
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2/20/2007
|
$
-
|
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2/21/2007
|
$
-
|
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2/22/2007
|
$
-
|
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2/23/2007
|
$
-
|
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2/26/2007
|
$
-
|
|||||||||||
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2/27/2007
|
$
-
|
|||||||||||
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2/28/2007
|
$
-
|
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|
3/1/2007
|
$
-
|
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3/2/2007
|
$
-
|
*
No
indicative calculated per-share values or indicative exchange ratios are
provided for the first two days as such values require daily VWAP data for
three trading days.
§
Represents
the limit on the share exchange ratio, which would have been in effect on
this
date because dividing the indicative calculated value of
Weyerhaeuser
common shares by the indicative per share value of Domtar
Inc.
would have resulted in a share exchange ratio above the limit.
The
following table shows how many shares of Company common stock would be exchanged
for a specified number of tendered and accepted Weyerhaeuser common shares
and
Weyerhaeuser exchangeable shares if the indicative calculated per-share values
provided in the table above were the calculated per-share values of those
shares
at the end of the exchange offer.
|
Number
of Weyerhaeuser common shares and
Weyerhaeuser exchangeable shares tendered |
Number
of shares of the Company common
stock issued in exchange based on the current indicative exchange ratio |
|
|
1
|
11.0956
|
|
|
10
|
110.9560
|
|
|
100
|
1,109.5600
|
|
|
1,000
|
11,095.6000
|
*Note
that the fractional share amount is provided for indicative purposes only.
Cash
in lieu of fractional shares of Company common stock will be distributed in
the
exchange offer.
Tendering
and Withdrawal
The
procedures you must follow to participate in the exchange offer will depend
on
whether you hold your shares in certificated form, through Weyerhaeuser’s Direct
Share
Purchase Program (administered by Mellon Investor Services LLC) or through
a
bank or trust company or broker. Please note that you may withdraw your tendered
Weyerhaeuser common shares or Weyerhaeuser exchangeable shares at any time
prior
to the expiration of the exchange offer. You can download copies of the
forms of notices of withdrawal:
| · |
Notice
of Withdrawal for Weyerhaeuser common shares
(PDF)
|
| · |
Notice
of Withdrawal for Weyerhaeuser exchangeable shares
(PDF)
|
For
specific instructions about how to participate in the exchange offer, see
the
sections entitled “This Exchange Offer—Terms of this Exchange Offer—Procedures
for Tendering” and “This Exchange Offer—Withdrawal Rights” in the
Prospectus—Offer to Exchange.
Glossary
Legal
Notices - Terms and Conditions
www.WeyerhaeuserDomtarExchange.com
GLOSSARY
calculated
per-share value:
The
calculated per-share value of a Weyerhaeuser common share or Weyerhaeuser
exchangeable share for purposes of the exchange offer will equal the simple
arithmetic average of the “daily volume-weighted average price” of Weyerhaeuser
common shares on the New York Stock Exchange on each of the Valuation Dates,
as
calculated by Weyerhaeuser. The calculated per-share value of a share of
Company
common stock for purposes of the exchange offer will equal the average of
the
“daily volume-weighted average price” of common shares of Domtar Inc. on the New
York Stock Exchange on each of the Valuation Dates, as calculated by
Weyerhaeuser. The calculated per-share values will be rounded to four decimal
places.
daily
VWAP:
Daily
VWAP means VWAP for the period beginning at 9:30 a.m., New York City time
(or
such other time as is the official open of trading on the New York Stock
Exchange), and ending at 4:00 p.m., New York City time (or such other time
as is
the official close of trading on the New York Stock Exchange and in no event
later than 4:10 p.m., New York City time), as reported to Weyerhaeuser by
Bloomberg L.P. for equity ticker WY.N in the case of Weyerhaeuser common
shares,
and equity ticker DTC.N, in the case of common shares of Domtar Inc. Daily
VWAP will be rounded to four decimal places.
exchange
ratio:
The
number of shares of Company common stock that will be exchanged for each
Weyerhaeuser common share or Weyerhaeuser exchangeable share accepted in
the
exchange offer. The final exchange ratio will be available on this website
and
separately published by press release by 4:30 p.m., New York City time, on
the
expiration date. The final exchange ratio will be rounded to four decimal
places.
indicative
calculated per-share value:
Until
the expiration of the exchange offer, this website will display indicative
calculated per-share values. These indicative values are displayed to assist
tendering shareholders in understanding how the number of shares of Company
common stock they would receive in the exchange offer will be
calculated.
From
the
third trading day until the first Valuation Date, this website will show
indicative calculated per-share values, calculated as though that day were
the
expiration date of the exchange offer, of (i) Weyerhaeuser common shares
and
Weyerhaeuser exchangeable shares, which will equal the simple arithmetic
average
of the daily VWAP of Weyerhaeuser common shares on each of the three prior
trading days and (ii) Company common stock, which will equal the simple
arithmetic average of the daily VWAP of common shares of Domtar Inc. on each
of
the three prior trading days. For example, by 4:30 p.m., New York City time,
on
February 15, 2007 (the tenth trading day of this Exchange Offer), the website
will show an indicative exchange ratio based on indicative per-share values
of
Weyerhaeuser common shares and Domtar common shares on February 13, 2007
(the
eighth trading day), February 14, 2007 (the ninth trading day) and February
15,
2007 (the tenth trading day). During this period, the indicative calculated
per-share values will be updated on each trading day by 4:30 p.m., New York
City
time. Such data will not, however, be included in the calculation of the
final
calculated per-share value for either Weyerhaeuser common shares or Company
common stock.
On
each
of the Valuation Dates, when the values of Weyerhaeuser common shares and
Company common stock are calculated for the purposes of the exchange offer,
this
website will show the indicative calculated per-share values of Weyerhaeuser
common shares and Company common stock, which will equal, with respect to
each
stock, (i) on the first Valuation Date, the intra-day VWAP during the elapsed
portion of that day, (ii) on the second Valuation Date, the intra-day VWAP
during the elapsed portion of that day averaged with the actual daily VWAP
on
the first Valuation Date and (iii) on the third Valuation Date, the intra-day
VWAP during the elapsed portion of that day averaged with the actual daily
VWAP
on the first Valuation Date and with the actual daily VWAP on the second
Valuation Date.
intra-day
VWAP:
Intra-day VWAP means VWAP for the period beginning at the official open of
trading on the New York Stock Exchange and ending as of the specific time
in
such day. On each of the Valuation Dates, the indicative calculated per share
values and indicative exchange ratio calculated using such values will be
updated at 10:30 a.m., 1:30 p.m. and 4:30 p.m., New York City time. The data
used to derive the intra-day VWAP on the Valuation Dates will be included
as an
element of the actual final VWAP that will be used to determine the final
calculated per share values.
limit:
The
number of shares of Company common stock each tendering Weyerhaeuser shareholder
will receive is subject to a limit of 11.1442 shares of Company common stock
for
each Weyerhaeuser common share or Weyerhaeuser exchangeable share accepted
in
the exchange offer. If the limit is in effect, you will receive less than
$1.11
of Company common stock for each $1.00 of Weyerhaeuser common shares or
Weyerhaeuser exchangeable shares, depending on the calculated per-share values
of Weyerhaeuser common shares and Company common stock at the expiration
date,
and you could receive much less. The exchange offer does not provide for
a
minimum exchange ratio.
proration:
If the
exchange offer is oversubscribed and Weyerhaeuser cannot fulfill all tenders
of
all Weyerhaeuser common shares and Weyerhaeuser exchangeable shares at the
exchange ratio, then all Weyerhaeuser common shares and Weyerhaeuser
exchangeable shares validly tendered will generally be accepted for exchange
on
a pro rata basis in proportion to the number of shares tendered. We refer
to
this as “proration.” Weyerhaeuser shareholders who beneficially own “odd-lots”
(less than 100 Weyerhaeuser common shares or 100 Weyerhaeuser exchangeable
shares) and who validly tender all their Weyerhaeuser common shares or
Weyerhaeuser exchangeable shares, as the case may be, will not be subject
to
proration. The examples provided in the tables on this website assume that
there
is no proration for non-odd-lot holders.
VWAP:
VWAP
means the “volume-weighted average price” per share of stock on the New York
Stock Exchange.
Back
to Exchange Offer