New York – LAWFUEL – Law & Business Daily – August 23, 2006 – Debevo…

New York – LAWFUEL – Law & Business Daily – August 23, 2006 – Debevoise & Plimpton LLP is advising Domtar Inc. in its definitive agreement to combine with Weyerhaeuser’s fine paper business and related assets. The new company, to be called Domtar, is expected to have an enterprise value greater than $6 billion and will be the largest manufacturer and marketer of uncoated freesheet paper in North America and the second largest in the world. The transaction has been approved by the Boards of Directors of both companies.

Under the terms of the transaction, which is structured as a “Reverse Morris Trust,” Weyerhaeuser’s fine paper business 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, and Domtar will combine with the newly formed company to create the “new Domtar.” The transaction is subject to approval by the shareholders of Domtar and customary regulatory approvals.

Domtar is the third largest producer of uncoated freesheet paper in North America and is also a leading manufacturer of business papers, commercial printing and publication papers, and technical and specialty papers. Debevoise & Plimpton LLP is a leading international law firm with offices in New York, Washington D.C., London, Paris, Frankfurt, Moscow, Hong Kong and Shanghai.

The Debevoise team was led by partners Alan H. Paley and Paul S. Bird and included partners William B. Beekman, Molly S. Boast, Gary M. Friedman and Elizabeth Pagel Serebransky, counsel Stuart Hammer and Donald W. Hawthorne, and associates Anna Czege, Heidi S. DuBois, Rhea F. Gordon, Lisa B. Gorrin, Matthew A. Heintz, Rafael Kariyev, Jonathan E. Levitsky, Seth L. Saideman, Philippe Tengelmann and David W. Wicklund.

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