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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: 3/02/2007 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. 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
The
Final Exchange Ratio is 11.1442
The
final
exchange ratio in connection with the exchange offer is 11.1442 because the
limit on the exchange ratio (as described below) is in effect. Accordingly,
the
exchange offer is mandatorily extended to 12:00 midnight, New York City time,
on
March 6, 2007, unless the exchange offer is voluntarily extended.
Weyerhaeuser
Company (“Weyerhaeuser”) is offering to exchange all shares of common stock of
Domtar Corporation (“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)
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| ° |
Instructions
for Letter of Transmittal for Weyerhaeuser common shares
(PDF)
|
| · |
Letter
of Transmittal for Weyerhaeuser exchangeable shares
(PDF)
|
The
exchange offer was 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
terms were designed so that the tendering holder would 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 were 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 February 28,
March
1 and March 2, 2007 (the “Valuation Dates”); 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 limit is in effect because dividing the final calculated value of
Weyerhaeuser common shares by the final per share value of Domtar Inc. results
in a share exchange ratio above the limit.
Because
the exchange ratio is now fixed at the limit of 11.1442 shares of Company
common
stock for each Weyerhaeuser common share and exchangeable share accepted
for
exchange, the relative values of the Company common stock exchanged for
Weyerhaeuser shares will vary with the market value of Weyerhaeuser shares
and
the market value of Company common stock when it is distributed pursuant to
the exchange offer. Accordingly, the actual market value of the shares of
Company common stock exchanged for each Weyerhaeuser share may be less than
$1.11 for each $1.00 of Weyerhaeuser common shares or exchangeable shares
accepted in the exchange offer.
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 and final calculated per-share values for
Weyerhaeuser common shares (including Weyerhaeuser exchangeable shares) and
Company common stock.
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Date
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End
of Day VWAP WY.N
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Indicative
Calculated
Per Share
Value
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End
of Day VWAP DTC.N
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Indicative
Calculated
Value
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Indicative
Per Share Value
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Final
Exchange Ratio
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First
Valuation Date
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2/28/2007
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$85.5649
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$85.5649
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$8.3927
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$8.3927
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$7.5534
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-
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Second
Valuation Date
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3/1/2007
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$85.4447
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$85.5048
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$8.2631
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$8.3279
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$7.4951
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-
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Third
Valuation Date
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3/2/2007
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$86.5911
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$85.8669
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$8.4782
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$8.3780
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$7.5402
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11.1442§
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§
Represents the final exchange ratio that is applicable to this exchange
offer, which is at the limit because dividing the indicative calculated value
of
Weyerhaeuser common shares by the indicative per share value of Domtar Inc.
results in an exchange ratio above the limit.
The
following table shows how many shares of Company common stock will be exchanged
for a specified number of tendered and accepted Weyerhaeuser common shares
and
Weyerhaeuser exchangeable shares.
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Number
of Weyerhaeuser common shares and Weyerhaeuser exchangeable shares
tendered
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Number
of shares of the Company common stock issued in exchange based
on the exchange ratio
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|
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1
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11.1442
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10
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111.4420
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100
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1,114.4200
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1,000
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11,144.2000
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*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
Stock 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)
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| · |
Notice
of Withdrawal for Weyerhaeuser exchangeable shares
(PDF)
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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 equals 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 equals 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 rounded to four decimal
places.
indicative
calculated per-share value: The
indicative calculated per-share values of Weyerhaeuser common shares and
Company
common stock on each of the Valuation Dates shown on this website equal,
with respect to each stock, (i) on the first Valuation Date, the actual VWAP
that day, (ii) on the second Valuation Date, the actual VWAP that day averaged
with the actual daily VWAP on the first Valuation Date and (iii) on the third
Valuation Date, the actual VWAP that day averaged with the actual daily VWAP
on
the first Valuation Date and with the actual daily VWAP on the second Valuation
Date.
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.
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to Exchange Offer