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Press release from PR Newswire

Domtar Corporation announces expiration of early tender time for tender offer for certain outstanding notes

Tuesday, March 06, 2012

Domtar Corporation announces expiration of early tender time for tender offer for certain outstanding notes20:55 EST Tuesday, March 06, 2012 TICKER SYMBOL (NYSE: UFS) (TSX: UFS) (All financial information is in U.S. dollars, unless otherwise noted.) MONTREAL, March 6, 2012 /PRNewswire/ - Domtar Corporation (NYSE: UFS) (TSX: UFS) announced the expiry today, at 5:00 p.m., New York City time, of the early tender deadline (the "Early Tender Time") for its previously announced cash tender offer for its outstanding 10.75% Notes due 2017, 9.5% Notes due 2016, 7.125% Notes due 2015 and 5.375% Notes due 2013 (collectively, the "Notes"). The terms and conditions of the tender offer are described in the Offer to Purchase, dated February 22, 2012 (the "Offer to Purchase"), and related letter of transmittal, which have been sent to holders of the Notes. The aggregate principal amount of each series of Notes that has been validly tendered and not withdrawn as of the Early Tender Time is set forth in the table below. Pursuant to the terms of the tender offer, Domtar will only purchase 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  The Company will purchase Notes that are validly tendered (and not validly withdrawn) in accordance with the acceptance priority levels set forth below and subject to the terms and conditions of the tender offer, including, to the extent additional outstanding Notes are tendered such that the maximum aggregate consideration for Notes purchased in the tender offer, excluding accrued and unpaid interest, would exceed the Maximum Payment Amount, the applicable pro ration. 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"). The Company will accept Notes for purchase promptly after the Expiration Time subject to the terms and conditions of the tender offer as described in the Offer to Purchase and related letter of transmittal. CUSIP Number Title of Security Acceptance Priority Level Aggregate Principal Amount Outstanding Aggregate Principal Amount Tendered Percentage of Outstanding Notes Tendered 257559 AG9 10.75% Notes due 2017 1 $384,750,000 $106,928,000 27.79% 257559 AD6 9.5% Notes due 2016 2 $124,125,000 $31,150,000 25.10% 257559 AC8 7.125% Notes due 2015 3 $212,801,000 $46,538,000 21.87% 257559 AB0 5.375% Notes due 2013 4 $72,160,000 $1,260,000 1.75% 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. _____________________ About Domtar Domtar Corporation (NYSE: UFS) (TSX: UFS) designs, manufactures, markets and distributes a wide variety of fiber-based products including communication papers, specialty and packaging papers and adult incontinence products. The foundation of its business is a network of world class wood fiber converting assets that produce papergrade, fluff and specialty pulps. The majority of its pulp production is consumed internally to manufacture paper and consumer products. Domtar is the largest integrated marketer of uncoated freesheet paper in North America with recognized brands such as Cougar®, Lynx® Opaque Ultra, Husky® Opaque Offset, First Choice® and Domtar EarthChoice®. Domtar is also a leading marketer and producer of a complete line of incontinence care products marketed primarily under the Attends® brand name. Domtar owns and operates ArivaTM, an extensive network of strategically located paper and printing supplies distribution facilities. In 2011, Domtar had sales of US$5.6 billion from nearly 50 countries. The Company employs approximately 9,100 people. Forward-Looking Statements All statements in this news 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. The Company is under no obligation, and expressly disclaims such obligation, to update, alter or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. 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 Securities and Exchange Commission as periodically updated by subsequently filed Form 10-Q's.   SOURCE DOMTAR CORPORATIONFor further information: <p> <b>MEDIA </b><b>AND INVESTOR RELATIONS</b><br/> Pascal Bossé<br/> Vice-President<br/> Corporate Communications and Investor Relations<br/> Tel.: 514-848-5938 </p>