UFS (NYSE, TSX)
MONTREAL, Oct. 17 /CNW Telbec/ - Domtar Corporation announced today the commencement of exchange offers and proxy solicitations relating to the outstanding public debt of its subsidiary, Domtar Inc.
Domtar Corporation is making offers to holders of Domtar Inc.'s outstanding U.S. dollar denominated 7.875% Notes due 2011, 5.375% Notes due 2013, 7 1/8% Notes due 2015 and 9 1/2% Debentures due 2016 (collectively, the "Domtar Inc. U.S. notes") to exchange any and all of such securities for an equal principal amount of Domtar Corporation's newly issued notes of the corresponding series. In conjunction with such offers, Domtar Corporation is also soliciting consents to amendments to the indentures pursuant to which the Domtar Inc. U.S. notes were issued.
Holders who validly tender and do not validly withdraw their Domtar Inc. U.S. notes and related consents in connection with the exchange offers and consent solicitations on or prior to 5:00 p.m., New York City time, on October 30, 2007 (the early consent date) will be entitled to an early consent payment in cash of U.S.$2.50 for each U.S.$1,000 principal amount of Domtar Inc. U.S. notes tendered, unless such date is extended with respect to a particular series of Domtar Inc. U.S. notes. The exchange offers and related consent solicitations will expire at 12 midnight, New York City time, on November 14, 2007, unless extended.
The lead dealer manager for the exchange offers and lead solicitation agent for the consent solicitations is J.P. Morgan Securities Inc. The co-dealer manager for the exchange offers and co-solicitation agent for the consent solicitations is Deutsche Bank Securities Inc. Questions regarding the exchange offers may be directed to J.P. Morgan Securities Inc. at (866) 834-4666 (toll-free) or (212) 834-4077 (collect) or Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect).
Domtar Inc. is concurrently soliciting proxies from holders of its outstanding Canadian dollar denominated 10% Debentures due 2011 and 10.85% Debentures due 2017 (together, the "Domtar Inc. debentures") for use at a meeting of holders of each series of such debentures, to be held on November 14, 2007, at which Domtar Inc. will seek the approval of such holders to amend the indenture pursuant to which such series of debentures were issued to provide Domtar Corporation with the right to acquire, at any time, all outstanding debentures of such series in consideration for the issuance of an equal principal amount of Domtar Corporation's newly issued Canadian dollar denominated debt securities bearing interest at the same rate and maturing on the same date as the Domtar Inc. debentures which may be acquired by Domtar Corporation.
Holders who validly submit proxies voting in favour of the amendments and do not validly revoke such proxies prior to 5:00 p.m., Montreal time, on October 30, 2007, unless such early consent date is extended with respect to a particular series of Domtar Inc. debentures, will be entitled to an early consent payment in cash of CDN$2.50 for each CDN$1,000 principal amount of Domtar Inc. debentures with respect to which such proxies are submitted.
The dealer manager for the proxy solicitations relating to the Canadian debentures is Scotia Capital Inc. Questions regarding the proxy solicitations may be directed to Scotia Capital Inc. at (416) 863-7257.
A written prospectus providing the terms of the U.S. exchange offers and related documents may be obtained from the information agent for the exchange offers which can be contacted at:
Global Bondholder Services Corporation
65 Broadway, Suite 723
New York, NY 10006
Attention: Corporate Actions
Banks and brokers call: (212) 430-3774
All others call toll free: (866) 470-3700
A written debentureholder information circular/prospectus providing the terms of the Canadian proxy solicitations and related documents will be mailed on or about October 18, 2007. Information regarding the Canadian proxy solicitations and how to obtain additional copies of the material and how to vote can be directed to the Proxy Solicitation and Information Agent at:
North American Toll Free Number: 1-888-605-8384
All statements in this press release that are not based on historical fact are "forward-looking statements". While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of our control, that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not necessarily limited to, those set forth under the captions "Forward-Looking Statements" and "Risk Factors" of the prospectuses contained in the registration statement on Form S-4 filed with the SEC.
Furthermore, the ability to complete the offerings referred to in this press release is dependent on the state of the markets at the time of the proposed offerings, and the acceptability of the offering terms to the holders of Domtar Inc.'s debt securities. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. We disclaim any intention to, and undertake no obligation to, update or revise any forward-looking statements contained in this press release.
Domtar Corporation (NYSE/TSX: UFS) is the largest integrated producer of uncoated freesheet paper in North America and the second largest in the world based on production capacity, and is also a manufacturer of papergrade pulp. The Company designs, manufactures, markets and distributes a wide range of business, commercial printing, publication as well as technical and specialty papers with recognized brands such as First Choice(R), Microprint(R), Windsor Offset(R), Cougar(R) as well as its full line of environmentally and socially responsible papers, EarthChoice(R). Domtar owns and operates Domtar Distribution Group, an extensive network of strategically-located paper distribution facilities. Domtar also produces lumber and other specialty and industrial wood products. The Company employs nearly 14,000 people. To learn more, visit www.domtar.com.