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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
|
On February 13, 2007, Weyerhaeuser Company issued the following press
release:
For
immediate release
For
more
information contact:
Media
-
Bruce Amundson (253) 924-3047
Analysts
- Kathryn McAuley (253) 924-2058
Weyerhaeuser
Announces Effectiveness of Registration Statement for Domtar Exchange
Offer
FEDERAL
WAY, Wash. (Feb.
13,
2007) –
Weyerhaeuser
Company (NYSE: WY) announced that the registration statement
on Forms S-4 and S-1 previously filed with the Securities and Exchange
Commission in connection with its offer to exchange shares of Domtar Corporation
common stock for common shares of Weyerhaeuser Company and exchangeable shares
of Weyerhaeuser Company Limited has been declared effective.
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 is subject to the satisfaction of conditions to the plan of
arrangement between Domtar Corporation and Domtar Inc. (NYSE: DTC), which
includes approval by the Domtar Inc. shareholders of the plan of arrangement,
and other conditions.
About
Weyerhaeuser
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.
Additional
Information
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. Weyerhaeuser
has mailed the Prospectus-Offer to Exchange to its shareholders.
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).
Forward-Looking
Statements
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.