Domtar Corporation announces commencement of tender offer for certain outstanding Notes

TICKER SYMBOL
(NYSE: UFS) (TSX:UFS)

MONTREAL, Feb. 22, 2012 /PRNewswire/ - Domtar Corporation (NYSE: UFS) (TSX: UFS) today announced that it is commencing a cash tender offer for an aggregate principal amount of its outstanding 10.75% Notes due 2017 (the "First Priority Notes"), 9.5% Notes due 2016 (the "Second Priority Notes"), 7.125% Notes due 2015 (the "Third Priority Notes") and 5.375% Notes due 2013 (the "Fourth Priority Notes" and together with the First Priority Notes, Second Priority Notes and Third Priority Notes, the "Notes") such that the maximum aggregate consideration for Notes purchased in the tender offer, excluding accrued and unpaid interest, will not exceed $250,000,000 (the "Maximum Payment Amount"). The terms and conditions of the tender offer are described in an Offer to Purchase, dated February 22, 2012 (the "Offer to Purchase"), and a related Letter of Transmittal, which are being sent to holders of Notes.

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(1)  Per $1,000 principal amount of Notes accepted for purchase.

Holders of Notes must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on March 6, 2012, unless extended or earlier terminated (the "Early Tender Time") in order to be eligible to receive the applicable Total Consideration, as set forth in the table above.  Holders of Notes who validly tender their Notes after the Early Tender Time and at or prior to the Expiration Time (as defined below) will be eligible to receive only the applicable Purchase Price, which is equal to the applicable Total Consideration minus the Early Tender Payment, as set forth in the table above.  In addition to the applicable Total Consideration or Purchase Price, as the case may be, holders whose Notes are accepted for purchase by the Company in the tender offer will receive accrued and unpaid interest on their purchased Notes from the applicable last interest payment date to, but not including, the Payment Date (as defined below).

The tender offer is scheduled to expire at 12:00 midnight, New York City time, on March 20, 2012, unless extended or earlier terminated (such date and time, as the same may be extended, the "Expiration Time"). As set forth in the Offer to Purchase, validly tendered Notes may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on March 6, 2012, unless extended.

Upon the terms and subject to the conditions of the tender offer, the Company expects to accept for purchase Notes validly tendered (and not withdrawn) at or prior to the Expiration Time promptly after the Expiration Time and expects that it will pay the Total Consideration or Purchase Price, as applicable, for such Notes on the business day following the date that the Notes are accepted (the "Payment Date").

The Company may waive, increase or decrease the Maximum Payment Amount in its sole discretion. If the aggregate consideration, excluding accrued and unpaid interest, that would be payable for all Notes that are validly tendered and not validly withdrawn at or prior to the Expiration Time would exceed the Maximum Payment Amount, the Company will accept for purchase Notes that have been so tendered in accordance with the applicable Acceptance Priority Levels (as set forth in the table above).  If the aggregate consideration, excluding accrued and unpaid interest, that would be payable for all tendered Notes of the Acceptance Priority Levels to be accepted for purchase exceeds the Maximum Payment Amount, Notes of the lowest Acceptance Priority Level to be accepted for purchase will be pro rated (with adjustments downward to avoid the purchase of Notes in a principal amount other than $1,000 or an integral multiple thereof), such that the aggregate consideration payable for all Notes accepted for purchase, excluding accrued and unpaid interest, does not exceed the Maximum Payment Amount.  The Company's obligation to consummate the tender offer is conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the Company obtaining approximately $250 million in proceeds from a debt financing, on terms and conditions reasonably satisfactory to the Company, at or before the Expiration Time.

The Company has engaged J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. to act as dealer managers in connection with the tender offer. Questions regarding the tender offer may be directed to J.P. Morgan at (212) 834-4811 (collect) or (866) 834-4666 (U.S. toll-free) or Deutsche Bank Securities at (212) 250-2955 (collect) or (866) 627-0391 (U.S. toll-free). Requests for documentation may be directed to Global Bondholder Services Corporation, the depositary and information agent for the tender offer, at (212) 430-3774 (for banks and brokers) or (866) 470-4200 (U.S. toll-free).

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other security. The tender offer is being made only by the Offer to Purchase and the related letter of transmittal. The offer is not being made to noteholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the offer is required to be made by a licensed broker or dealer, it shall be deemed to be made on behalf of the Company by the dealer managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

This press release is not an offering of any securities nor is it a solicitation of an offer to buy any securities.

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About Domtar
Domtar Corporation (NYSE: UFS) (TSX: UFS) is the largest integrated manufacturer and marketer 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, fluff and specialty pulp. The Company designs, manufactures, markets and distributes a wide range of business, commercial printing and publishing as well as converting and specialty papers including recognized brands such as Cougar^®, Lynx^® Opaque Ultra, Husky^® Opaque Offset, First Choice^® and Domtar EarthChoice^® Office Paper, part of a family of environmentally and socially responsible papers. Domtar also produces a complete line of incontinence care products and distributes washcloths marketed primarily under the Attends^® brand name. Domtar owns and operates Ariva^TM, an extensive network of strategically located paper distribution facilities. The Company employs approximately 8,700 people. To learn more, visit www.domtar.com.

Forward-Looking Statements
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 latest Annual Report on Form 10-K filed with the SEC as updated by the Company's latest Quarterly Report on Form 10-Q. Unless specifically required by law, we assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances.

SOURCE DOMTAR CORPORATION