Domtar to create largest fine paper company in North America through combination with Weyerhaeuser's fine paper business
August 23 2006 - 7:14AM
PR Newswire (US)
- Enterprise value of new company to exceed US$6 billion - The "new
Domtar" to be led by Domtar's current President and CEO, Raymond
Royer - Head Office in Montreal, Quebec; Headquarters of Operations
in Fort Mill, South Carolina MONTREAL, Aug. 23
/PRNewswire-FirstCall/ -- Domtar Inc. (TSX/NYSE: DTC) today
announced the creation of the largest manufacturer and marketer of
uncoated freesheet paper in North America and the second largest in
the world. Domtar has signed a definitive agreement to combine with
Weyerhaeuser's (NYSE: WY) fine paper business and related assets.
The new company, to be called Domtar, will have its Head Office in
Montreal, Quebec, while the Headquarters of Operations will be in
Fort Mill, South Carolina. The transaction has been approved by the
Boards of Directors of both companies. "With this transaction, we
are transforming Domtar into one of the world's leading paper
companies, presenting shareholders with new opportunities and
creating a stronger company for employees and customers," said
Raymond Royer, Domtar's President and Chief Executive Officer, who
will lead the new company in the same capacity. "We are proactively
enhancing the quality of our asset mix and taking decisive action
to assure our future in a consolidating industry. In addition to
more than doubling Domtar's current paper production capacity, this
compelling strategic and operational fit will make the new company
financially stronger with prominent brands, a lower cost base and
the necessary scale and scope to succeed in the highly competitive
global marketplace", added Mr. Royer. Based on annualized Q2 2006
unaudited results for Domtar (excluding Norampac) and for
Weyerhaeuser's fine paper business, Domtar estimates the new
company would generate approximately US$6.5 billion in sales and
US$730 million in EBITDA, before synergies. The new company will
have an enterprise value exceeding US$6 billion. The "New Domtar"
The backbone of the new company will be six highly efficient
world-class uncoated freesheet mills that will provide two-thirds
of its more than five million tons of capacity. These mills,
combined with a solid mix of specialty facilities, will make the
new company one of the most efficient and cost-competitive paper
companies in North America. The company will have an expanded North
American reach and a wide range of well-known business and
commercial printing paper brands. With greater access to volume,
increased depth of product offerings, and better service through a
wider geographic footprint, the company will be in a position to
meet the needs of large and small customers alike throughout Canada
and the United States. It will maintain the environmental
leadership shown by both Domtar and Weyerhaeuser, notably through
added capacity to expand its environmentally and socially
responsible papers such as the EarthChoice(R) product line. (For
more details on the new company see the "Fact Sheet" issued with
this news release.) Leadership Team Mr. Royer, as President and
CEO, will lead an organization of nearly 14,000 employees with a
management team composed of executives from Domtar and Weyerhaeuser
paper operations. This team includes Marvin Cooper, currently
Weyerhaeuser's Senior Vice-President, Cellulose Fiber & White
Paper, Containerboard Manufacturing and Engineering, who will
become Chief Operating Officer of the new company. Domtar's current
Senior Vice-President and Chief Financial Officer, Daniel Buron,
will be the Chief Financial Officer. Harold MacKay, counsel and
former chairman and senior partner at the Regina, Canada-based law
firm of MacPherson Leslie and Tyerman LLP, and an international
advisor to Weyerhaeuser's Board of Directors, will become
non-executive Chairman of the new company's 13-member Board of
Directors - seven of whom will be nominated by Weyerhaeuser and six
by Domtar. Mr. MacKay will resign his Weyerhaeuser advisory role
before becoming Chairman of the "new Domtar". Synergies It is
anticipated that the new company will achieve approximately US$200
million in annualized synergies within two years, created by a
combination of process optimization resulting in lower operating
costs, reductions in transportation, logistics and purchasing
costs, implementation of best-in-class business practices and sales
and administrative cost reductions. The cost to implement these
synergies is anticipated to be approximately US$100 million.
Transaction Structure Under the terms of the transaction, which is
structured as a "Reverse Morris Trust", Weyerhaeuser's fine paper
business, consisting of 10 primary pulp and paper mills (seven in
the United States and three in Canada), converting, forming and
warehousing facilities and two sawmills will be transferred into a
newly formed company for stock and a cash payment of US$1.35
billion to be provided by the new company through borrowings under
a credit facility. Weyerhaeuser will distribute the shares of the
new company to its shareholders in either a spin-off or split-off
transaction at its own discretion. (A spin-off would provide a
pro-rata distribution of shares to Weyerhaeuser shareholders. A
split-off would allow Weyerhaeuser shareholders the opportunity to
exchange Weyerhaeuser shares for stock in the new paper business.)
Domtar will combine with the newly formed company to create the
"new Domtar". The combination will take place under a Plan of
Arrangement. Under the Plan of Arrangement: 1. All shares of Domtar
will be automatically exchanged - on a one-for- one basis - for
common shares of a Canadian subsidiary of the "new Domtar". 2.
Following that, Domtar shareholders who are taxable Canadian
residents can either exchange these shares for common shares in the
"new Domtar" (which will be traded on the New York Stock Exchange
and on the Toronto Stock Exchange) or they can receive the "new
Domtar" Canadian subsidiary exchangeable shares (which will be
traded on the Toronto Stock Exchange). The exchangeable shares are
the economic equivalent of the common shares of the "new Domtar",
with equal dividend entitlement and voting rights at the level of
the "new Domtar". The exchangeable shares are exchangeable at any
time at the option of the holder into the "new Domtar" common
shares on a one-for- one basis. 3. For taxable Canadian residents
who choose the exchangeable shares, the transaction will be tax
deferred. However, if they select to receive shares directly in the
"new Domtar", the transaction is taxable. 4. Non-Canadian residents
who are Domtar shareholders will automatically receive common
shares in the "new Domtar" and for them the transaction will be
taxable. 5. The transaction is expected to be tax deferred to all
U.S. holders of Weyerhaeuser shares. At the time of the closing,
the combined company will be owned approximately 55% by former
Weyerhaeuser shareholders and 45% by former Domtar shareholders.
The combination is subject to approvals by the shareholders of
Domtar by a special resolution, the Superior Court of Quebec,
appropriate regulatory and other authorities, as well as customary
closing conditions. The transaction is expected to close in the
first quarter of 2007. Domtar and Weyerhaeuser will continue to
operate separately until the transaction closes. Applications will
be made to list the shares of the "new Domtar" on the New York
Stock Exchange and on the Toronto Stock Exchange, and the
exchangeable shares on the Toronto Stock Exchange. In due course,
information relating to this transaction, including Domtar's
Management Proxy Circular in connection with the anticipated
Special Meeting of Domtar shareholders to be convened to consider
the transaction, will be prepared and distributed to holders of
Domtar's common and preferred shares. Special Meeting and record
dates will be announced later. Domtar's financial advisors in this
transaction are J.P. Morgan Securities Inc. and RBC Dominion
Securities Inc., and its legal advisers are Debevoise &
Plimpton LLP and Ogilvy Renault LLP. Joint Financial Analysts
Conference Call Information Domtar and Weyerhaeuser will hold a
live conference call with financial analysts at 9:30 a.m. Eastern
(6:30 a.m. Pacific) today, August 23, to discuss this announcement.
Financial analysts are invited to participate in the call by
dialing 1-888-221-5699 at least 15 minutes before the call. Those
calling from outside North America should dial 1-706-643-3795.
Replays will be available for one week at 1-800-642-1687 (access
code - 4924122) from within North America and at 1-706-645-9291
(access code - 4924122) from outside North America. Media and other
interested individuals are invited to listen to the live broadcast
on the Domtar corporate website at http://www.domtar.com./ Caution
Concerning Forward-Looking Statements and Unaudited Financial
Statements Financial information contained in this press release
reflecting the combination of Domtar and Weyerhaeuser's fine paper
business and related assets is based on unaudited "carve out"
financial statements of Weyerhaeuser's fine paper business and
related assets as financial statements historically have not been
prepared for Weyerhaeuser's fine paper business and related assets.
Such "carve out" financial statements were derived from historical
accounting records of Weyerhaeuser. The historical operating
results and cash flows of Weyerhaeuser's fine paper business and
related assets may not be indicative of what they would have been
had such business been a stand-alone entity, nor are they
necessarily indicative of what the future operating results and
cash flows of such business may be in the future. Audited "carve
out" financial statements of Weyerhaeuser's fine paper business and
related assets for the years ended December 31, 2005, 2004 and 2003
will be made available and included in Domtar's Management Proxy
Circular to be distributed to Domtar's shareholders referred to
above. There may be differences between such audited financial
statements and the unaudited financial statements received by
Domtar to date. This press release contains forward-looking
statements relating to trends in, or representing management's
beliefs about, Domtar's and the "new Domtar"'s future growth,
results of operations, performance and business prospects and
opportunities. These forward-looking statements are generally
denoted by the use of words such as "anticipate", "believe",
"expect", "intend", "aim", "target", "plan", "continue",
"estimate", "may", "will", "should" and similar expressions and
include, but are not limited to, statements about the anticipated
benefits, savings and synergies of the combination of Domtar and
Weyerhaeuser's fine paper business and related assets, including
future financial and operating results, the "new Domtar"'s plans,
objectives, expectations and intentions, the markets for the "new
Domtar"'s products, the future development of the "new Domtar"'s
business, and the contingencies and uncertainties to which the "new
Domtar" may be subject and other statements that are not historical
facts. These statements reflect management's current beliefs and
are based on information currently available to management.
Forward-looking statements are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by
management, are inherently subject to known and unknown risks and
uncertainties such as, but not limited to, general economic and
business conditions, product selling prices, raw material and
operating costs, changes in foreign currency exchange rates, the
ability to integrate acquired businesses into existing operations,
the ability to realize anticipated cost savings, the performance of
manufacturing operations and other factors referenced herein and in
Domtar's continuous disclosure filings. These factors should be
considered carefully and undue reliance should not be placed on the
forward-looking statements. Although the forward-looking statements
are based upon what management believes to be reasonable estimates
and assumptions, Domtar cannot ensure that actual results will not
be materially different from those expressed or implied by these
forward-looking statements. Unless specifically required by law,
none of Domtar, Weyerhaeuser or the "new Domtar" assume any
obligation to update or revise these forward-looking statements to
reflect new events or circumstances. These risks, uncertainties and
other factors include, among other things, those discussed under
"Risks and Uncertainties" in Domtar's Management's Discussion and
Analysis (MD&A) for the financial year ended December 31, 2005,
and under "Risks and Uncertainties" in Domtar's MD&A for Q2
2006, as well as the risks of achieving the anticipated synergies
and the integration of the two businesses. There is no assurance
the transaction contemplated in this release will be completed at
all, or completed upon the same terms and conditions described.
About Domtar Domtar is the third largest producer of uncoated
freesheet paper in North America. It is also a leading manufacturer
of business papers, commercial printing and publication papers, and
technical and specialty papers. Domtar manages according to
internationally recognized standards 18 million acres of forestland
in Canada and the United States, and produces lumber and other wood
products. Domtar has approximately 8,500 employees across North
America. The company also has a 50 percent investment in Norampac
Inc., the largest Canadian producer of containerboard. A company
fact sheet can be found at the following address:
http://files.newswire.ca/514/DOMfact.pdf DATASOURCE: DOMTAR INC.
CONTACT: For Media: Francois Taschereau, (514) 844-6665, Cellular:
(514) 594-1813, ; For Investors: Pascal Bosse, (514) 848-5938,
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