Form 425
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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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On
February 5, 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 Receipt of IRS Ruling
FEDERAL
WAY, Wash. (Feb.
5,
2007) - Weyerhaeuser Company (NYSE: WY) today announced that it has received
a
ruling from the Internal Revenue Service (“IRS”) indicating that the
contribution and distribution steps of the combination of Weyerhaeuser and
Domtar Inc. (NYSE: DTC), including the exchange offer announced previously,
will
qualify as tax-free to Weyerhaeuser, Domtar Corporation and the holders of
common shares of Weyerhaeuser for U.S. federal income tax purposes.
Weyerhaeuser's obligation to exchange shares pursuant to the exchange offer
is
subject to the satisfaction of the conditions to the arrangement by which Domtar
Inc. will become a wholly-owned subsidiary of Domtar Corporation, which include
the receipt of the IRS ruling, and other conditions.
As
previously announced, Weyerhaeuser and Domtar Inc. entered into a definitive
agreement on Aug. 22, 2006 to combine Weyerhaeuser’s fine paper business and
related assets with Domtar Inc. to form Domtar Corporation.
Weyerhaeuser
Company, one of the world’s largest integrated forest products companies, was
incorporated in 1900. In 2005, sales were $22.6 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
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 announced previously. The exchange 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 will be able to 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.
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.
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