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Copy
to:
Richard
Hall, Esq.
Cravath,
Swaine & Moore LLP
825
Eighth Avenue
New
York, New York 10019
(212)
474-1000
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TRANSACTION
VALUATION
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AMOUNT OF FILING FEE
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$2,357,700,000(a)
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$252,274(b)
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(a)
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Estimated
solely for purposes of calculating the filing fee pursuant to Rule
0-11(a)(4) under the Securities Exchange Act of 1934, as amended,
based on
the product of (i) $8.13, the average of the high and low sale prices
of common shares of Domtar Inc. on the New York Stock Exchange on
January 30, 2007 and (ii) 290,000,000, the estimate of the
maximum number of shares of common stock of Domtar Corporation, par
value
$0.01 per share, that will be owned by the issuer pursuant to the
transactions described in this Schedule TO and that are to be exchanged
in
the exchange offer or distributed as a pro rata dividend, in each
case
based on the assumption that no employees of Weyerhaeuser Company
who
become employees of Domtar Corporation elect to roll-over any of
their
Weyerhaeuser Company equity awards into Domtar Corporation equity
awards.
Because there is no trading market for common stock of Domtar Corporation,
the value of common shares of Domtar Inc. on the New York Stock Exchange
are believed to be the most appropriate measure of the value of the
securities to be exchanged in the exchange offer for purposes of
calculating the filing fee.
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(b)
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The
amount of the filing fee was calculated in accordance with Rule 0-11
of
the Exchange Act, and reflects the product of (a) 0.000107 multiplied
by
(b) the transaction value calculated solely for purposes of calculating
the filing fee pursuant to Rule
0-11.
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þ
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Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid.
Identify the previous filing by registration statement number, or
the form
or schedule and the date of its
filing.
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Amount
Previously Paid:
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$252,274
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Filing
Party:
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Domtar
Corporation
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Form
or Registration No.:
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Forms
S-4 and S-1 (333-140411)
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Date
Filed:
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February
2, 2007
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¨
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Check
box if the filing relates solely to preliminary communications made
before
the commencement of a tender offer.
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¨
third party tender offer subject to Rule 14d-1
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¨
going-private transaction subject to Rule 13e-3
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þ
issuer tender offer subject to Rule 13e-4
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¨
amendment to Schedule 13D under
Rule 13d-2
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Exhibit No.
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Description
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| (a)(1)(i) | Prospectus—Offer to Exchange, dated February 12, 2007 (incorporated by reference to Domtar Corporation's filing with the SEC pursuant to Rule 424(b)(3) on February 13, 2007). | ||
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(a)(4)(ix)
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Text
of the website that is being maintained in connection with the Exchange
Offer, updated on February 13, 2007 (incorporated by reference to
Weyerhaeuser’s Form 425 filed with the SEC on February 13,
2007).
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(a)(5)(iii)
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Press
release dated February 13, 2007 (incorporated by reference to
Weyerhaeuser’s Form 425 filed with the SEC on February 13,
2007).
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| WEYERHAEUSER COMPANY | ||
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| By: | /s/ Claire S. Grace | |
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| Name: Claire S. Grace | ||
| Title: Corp. Secretary and Asst. General Counsel | ||
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Exhibit No.
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Description
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(a)(1)(i)
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Prospectus—Offer
to Exchange, dated February 12, 2007 (incorporated by reference to
Domtar
Corporation's filing with the SEC pursuant to Rule 424(b)(3)
on February
13,
2007).*
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(a)(1)(ii)
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Letter
of Transmittal for Weyerhaeuser common shares (incorporated by reference
to Exhibit 99.1 of Domtar Corporation’s
Registration Statement on Forms S-4 and S-1 (File No. 333-140411),
filed
with the SEC on February 2, 2007, as amended by Amendment No. 1 to
the
Registration Statement on Forms S-4 and S-1 filed with the SEC on
February
12, 2007 and Amendment No. 2 to the Registration Statement on Forms
S-4
and S-1 filed with the SEC on February 12, 2007 (as amended, the
“Registration
Statement”)).**
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(a)(1)(iii)
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Instructions
to the Letter of Transmittal for Weyerhaeuser common shares (incorporated
by reference to Exhibit 99.2 of the Registration
Statement).**
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(a)(1)(iv)
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Letter
of Transmittal for Weyerhaeuser exchangeable shares (incorporated
by
reference to Exhibit 99.3 of the Registration
Statement).**
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(a)(1)(v)
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Letter
to brokers, dealers, commercial banks, trust companies and other
nominees
(incorporated by reference to Exhibit 99.4 of the Registration
Statement).**
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(a)(1)(vi)
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Letter
to clients for use by brokers, dealers, commercial banks, trust companies
and other nominees (incorporated by reference to Exhibit 99.5 of
the
Registration Statement).**
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(a)(1)(vii)
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Guidelines
for certification of taxpayer identification number on substitute
form W-9
(incorporated by reference to Exhibit 99.6 of the Registration
Statement).**
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(a)(1)(viii)
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Notice
of Guaranteed Delivery for Weyerhaeuser common shares (incorporated
by
reference to Exhibit 99.7 of the Registration
Statement).**
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(a)(1)(ix)
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Notice
of Guaranteed Delivery for Weyerhaeuser exchangeable shares (incorporated
by reference to Exhibit 99.8 of the Registration
Statement).**
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(a)(1)(x)
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Notice
of Withdrawal for Weyerhaeuser common shares (incorporated by reference
to
Exhibit 99.9 of the Registration Statement).**
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(a)(1)(xi)
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Notice
of Withdrawal for Weyerhaeuser exchangeable shares (incorporated
by
reference to Exhibit 99.10 of the Registration
Statement).**
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(a)(1)(xii)
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Canadian
Supplement to the Prospectus—Offer to Exchange (incorporated by reference
to Exhibit 99.11 of the Registration Statement).***
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(a)(1)(xiii)
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French
translation of certain portions of the Canadian Bid Circular, consisting
of the Canadian Supplement to the Prospectus—Offer to Exchanges together
with the Prospectus—Offer to Exchange (incorporated by reference to
Exhibit 99.12 of the Registration Statement).***
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(a)(1)(xiv)
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Press
release dated February 2, 2007 (incorporated by reference to
Weyerhaeuser’s Form 8-K furnished to the SEC on February 2,
2007).**
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(a)(4)(i)
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Prospectus—Offer
to Exchange, dated February 12, 2007 (incorporated by reference to
the
Registration Statement).***
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(a)(4)(ii)
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Text
of the website that is being maintained in connection with the Exchange
Offer, updated on February 2, 2007 (incorporated by reference to
Weyerhaeuser’s Form 425 filed with the SEC on February 5,
2007).***
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(a)(4)(iii)
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Text
of the website that is being maintained in connection with the Exchange
Offer, updated on February 5, 2007 (incorporated by reference to
Weyerhaeuser’s Form 425 filed with the SEC on February 5,
2007).***
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(a)(4)(iv)
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Text
of the website that is being maintained in connection with the Exchange
Offer, updated on February 6, 2007 (incorporated by reference to
Weyerhaeuser’s Form 425 filed with the SEC on February 6,
2007).***
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(a)(4)(v)
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Text
of the website that is being maintained in connection with the Exchange
Offer, updated on February 7, 2007 (incorporated by reference to
Weyerhaeuser’s Form 425 filed with the SEC on February 7,
2007).***
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(a)(4)(vi)
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Text
of the website that is being maintained in connection with the Exchange
Offer, updated on February 8, 2007 (incorporated by reference to
Weyerhaeuser’s Form 425 filed with the SEC on February 8,
2007).***
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(a)(4)(vii)
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Text
of the website that is being maintained in connection with the Exchange
Offer, updated on February 9, 2007 (incorporated by reference to
Weyerhaeuser’s Form 425 filed with the SEC on February 9,
2007).***
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(a)(4)(viii)
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Text
of the website that is being maintained in connection with the Exchange
Offer, updated on February 12, 2007 (incorporated by reference to
Weyerhaeuser’s Form 425 filed with the SEC on February 9,
2007).****
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(a)(4)(ix)
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Text
of the website that is being maintained in connection with the Exchange
Offer, updated on February 13, 2007 (incorporated by reference to
Weyerhaeuser’s Form 425 filed with the SEC on February 13,
2007).*
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(a)(5)(i)
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Press
release dated February 5, 2007 (incorporated by reference to
Weyerhaeuser’s Form 425 filed with the SEC on February 6,
2007).***
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(a)(5)(ii)
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Press
release dated February 9, 2007 (incorporated by reference to
Weyerhaeuser’s Form 8-K furnished to the SEC on February 9,
2007).***
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(a)(5)(iii)
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Press
release dated February 13, 2007 (incorporated by reference to
Weyerhaeuser’s Form Form 425 filed with the SEC on February 13,
2007).*
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(h)(i)
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Opinion
of Cravath, Swaine & Moore LLP with respect to certain tax matters
(incorporated by reference to Exhibit 8.1 of the Registration Statement).
***
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(h)(ii)
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Private
letter ruling from the Internal Revenue Service (incorporated by
reference
to Exhibit 8.2 of the Registration Statement).****
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(h)(iii)
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Opinion
of Blake, Cassels & Graydon LLP with respect to certain Canadian
federal income tax matters (incorporated by reference to Exhibit
8.3 of
the Registration Statement).***
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