Weyerhaeuser Company (WY)

[Enterprising Investor]

Weyerhaeuser Sets Final Exchange Ratio for Split-off of WRECO and Announces Automatic Extension of Exchange Offer to Midnight on Wednesday, July 2, 2014 (6/30/14)

FEDERAL WAY, Wash., June 30, 2014 /PRNewswire/ -- Weyerhaeuser Company (NYSE: WY) today announced that the final exchange ratio for its exchange offer for Weyerhaeuser common shares will be 1.7003 common shares of Weyerhaeuser Real Estate Company ("WRECO"), Weyerhaeuser's homebuilding business, for each Weyerhaeuser common share validly tendered and not properly withdrawn pursuant to the exchange offer. The exchange offer is in connection with the "Reverse Morris Trust" transaction, previously announced on November 4, 2013, pursuant to which a wholly owned subsidiary of TRI Pointe Homes, Inc. (NYSE: TPH) ("TRI Pointe") will merge with and into WRECO, with WRECO surviving the merger and becoming a wholly owned subsidiary of TRI Pointe (the "Merger"). In the Merger, each WRECO common share will automatically convert into the right to receive 1.297 shares of TRI Pointe common stock. As a result, Weyerhaeuser shareholders who tendered their Weyerhaeuser common shares in the exchange offer will receive approximately 2.2053 shares of TRI Pointe common stock for each Weyerhaeuser common share accepted for exchange. The exchange is expected to be tax-free to participating Weyerhaeuser shareholders for U.S. federal income tax purposes.

Because the exchange offer will be subject to proration if the exchange offer is oversubscribed, the number of Weyerhaeuser common shares that Weyerhaeuser accepts in the exchange offer may be less than the number of shares validly tendered by shareholders. Based on the final exchange ratio, Weyerhaeuser expects to accept for exchange approximately 58,813,151 of its common shares if the exchange offer is fully subscribed.

The final calculated per-share value of Weyerhaeuser common shares and the final calculated per-share value of WRECO common shares, in each case determined in the manner described in the Prospectus—Offer to Exchange, dated May 22, 2014 (the "Prospectus—Offer to Exchange"), would have resulted in an exchange ratio of more than the upper limit of 1.7003. Accordingly, the final exchange ratio has been set at 1.7003 WRECO common shares for each Weyerhaeuser common share accepted in the exchange offer. Based on the final calculated per-share value of Weyerhaeuser common shares and the final calculated per-share value of WRECO common shares, in each case determined in the manner described in the Prospectus—Offer to Exchange, tendering shareholders will receive approximately $1.05 of TRI Pointe common stock for each $1.00 of Weyerhaeuser common shares accepted for exchange.

Because the upper limit is in effect, the exchange offer has been automatically extended to 12:00 midnight, New York City time, on Wednesday, July 2, 2014, as provided by the terms of the exchange offer. Accordingly, Weyerhaeuser shareholders may tender or withdraw their Weyerhaeuser common shares until that time by following the procedures described in the Prospectus—Offer to Exchange, the Letter of Transmittal and the Exchange and Transmittal Information Booklet for Common Shares of Weyerhaeuser Company. The completion of the exchange offer is subject to certain conditions as set forth in the Prospectus—Offer to Exchange.

About Weyerhaeuser
Weyerhaeuser Company, a Washington corporation, is one of the world's largest private owners of timberlands. Weyerhaeuser owns or controls nearly seven million acres of timberlands, primarily in the U.S., and manages another 13.9 million acres under long-term licenses in Canada. It manages these timberlands on a sustainable basis in compliance with internationally recognized forestry standards. Weyerhaeuser is also one of the largest manufacturers of wood and specialty cellulose fibers products, and through WRECO it develops real estate, primarily as a builder of single-family homes. Weyerhaeuser is a real estate investment trust. Its business segments are timberlands (which includes logs, chips and timber), wood products (which includes softwood lumber, plywood, veneer, oriented strand board, hardwood lumber, engineered lumber, raw materials and building materials distribution), cellulose fibers (which includes fluff pulp, liquid packaging board and paper products) and real estate. Weyerhaeuser generated revenues of $2.0 billion during the three months ended March 31, 2014 and $8.5 billion during the year ended December 31, 2013. Weyerhaeuser is listed on the Dow Jones World Sustainability Index, and the company's common stock trades on the New York Stock Exchange under the symbol WY.

http://www.prnewswire.com/news-releases/weyerhaeuser-sets-final-exchange-ratio-for-split-off-of-wreco-and-announces-automatic-extension-of-exchange-offer-to-midnight-on-wednesday-july-2-2014-265273351.html