Helpful Information

Industry Data Information

Questions and Answers About This Exchange Offer and the Transactions

Summary

Risk Factors

Special Note Concerning Forward-Looking Statements

This Exchange Offer

The Transactions

The Contribution And Distribution Agreement

The Canadian Asset Transfer Agreement

The Transaction Agreement

The Company’s Relationship With Weyerhaeuser After the Distribution

Financing

Dividend Policy

Selected Historical Combined Financial Data of the Company

Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company

Selected Historical Financial Data of Weyerhaeuser

Selected Historical Financial Data of Domtar

Unaudited Pro Forma Condensed Combined Financial Information of the Company

Unaudited Pro Forma Condensed Consolidated Financial Information of Weyerhaeuser

Business of the Combined Company

Business of the Company

Business of Weyerhaeuser

Business of Domtar

Board of Directors and Management of the Company Following the Transactions

Ownership of Company Common Stock

Description of Company Capital Stock

Comparison of Rights of Holders of Company Common Stock and Weyerhaeuser Shares

Certain Anti-Takeover Effects of Provisions of the Company’s Certificate of Incorporation, By-Laws and Rights Plan and of Delaware Law

Certain Relationships and Related Transactions

Legal Matters

Experts

Where You Can Find More Information

Index to Financial Pages

“Arrangement” means an arrangement in accordance with Section 192 of the Canada Business Corporation Act that will result in the Company indirectly owning all of the outstanding Domtar common shares;

“Canadian Asset Transfer” means the transfer to Newco Canada Exchangeco Sub of certain of Weyerhaeuser’s Canadian fine paper and related assets and the assumption by Newco Canada Exchangeco Sub of certain of Weyerhaeuser’s Canadian fine paper and related liabilities;

“Canadian GAAP” means accounting principles generally accepted in Canada;

“CDN$” means Canadian dollar;

“Class B common shares” means Class B voting common shares of Offerco;

“Combined Company” means the combined operations of the Company, Domtar and their respective subsidiaries;

“Company Contribution” means the transfer by Weyerhaeuser to the Company of all the issued and outstanding limited liability company interests of Newco in exchange for a number of shares of Company common stock determined in accordance with a formula specified in the Contribution and Distribution Agreement, and $1.35 billion in cash;

“Company” means Domtar Corporation and, unless the context otherwise requires, its subsidiaries;

“Contribution” means the Company Contribution together with the Newco Contribution;

“Contribution and Distribution Agreement” means the amended and restated contribution and distribution agreement, dated as of January 25, 2007, among Weyerhaeuser, the Company and Newco;

“Distribution” means the distribution by Weyerhaeuser of its shares of Company common stock to the holders of Weyerhaeuser common shares and Weyerhaeuser exchangeable shares pursuant to this Exchange Offer and any pro rata dividend to holders of Weyerhaeuser common shares and Weyerhaeuser exchangeable shares of Company common stock held by Weyerhaeuser and not exchanged in this Exchange Offer;

“Domtar” means Domtar Inc. and, unless the context otherwise requires, its subsidiaries;

“DSPP Shares” means Weyerhaeuser common shares in uncertificated form held through the Weyerhaeuser Direct Stock Purchase Plan maintained by Mellon Investor Services LLC, as transfer agent;

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

“Mandatory Conditions” means the conditions for consummation of this Exchange Offer that cannot be waived by Weyerhaeuser, i.e., conditions listed in (1), (2) and (3) listed in the first paragraph under “This Exchange Offer—Conditions for Consummation of this Exchange Offer;”

“Mandatory Extension” means the mandatory extension of the exchange offer period triggered by the limit on the number of shares that can be received for each Weyerhaeuser common share or Weyerhaeuser exchangeable share tendered as described in this Prospectus—Offer to Exchange;

“Newco Canada” means Domtar Pacific Papers ULC, a Nova Scotia unlimited liability company and a wholly-owned subsidiary of Newco Holding;

“Newco Canada Exchangeco” means Domtar (Canada) Paper Inc., a British Columbia corporation and a wholly-owned subsidiary of Newco Canada;

“Newco Canada Exchangeco Sub” means Domtar Pulp and Paper Products Inc, a Canadian corporation and a wholly-owned subsidiary of Newco Canada Exchangeco;

“Newco Contribution” means the transfer by Weyerhaeuser to Newco of certain of Weyerhaeuser’s U.S. fine paper and related assets in exchange for the issuance of additional limited liability company interests of Newco to Weyerhaeuser and the assumption by Newco of certain of Weyerhaeuser’s U.S. fine paper and related liabilities;

“Newco Holding” means Domtar Delaware Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Newco;

“Newco” means Domtar Paper Company, LLC, a Delaware limited liability company;

“Offerco” means 4388216 Canada Inc., a Canadian corporation and a wholly-owned subsidiary of Newco Canada Exchangeco;

“Old Newco Canada” means Domtar Pacific Papers Inc., a British Columbia corporation and a wholly-owned subsidiary of Newco Holding;

“Securities Act” means the Securities Act of 1933, as amended;

“tons” means short tons when used with respect to fine paper and metric tons when used with respect to pulp;

“Transaction Agreement” means the amended and restated transaction agreement, dated as of January 25, 2007, among Weyerhaeuser, the Company, Newco, Newco Holding, Newco Canada, Old Newco Canada, Newco Canada Exchangeco and Domtar;

“unit shipments” means short tons when used with respect to fine paper and metric tons when used with respect to pulp;

“U.S.” means United States;

“U.S. GAAP” means accounting principles generally accepted in the United States;

“Valuation Dates” means the last three trading days of the exchange offer period, as it may be voluntarily extended, but not including the last two trading days that are part of any Mandatory Extension or any voluntary extension following a Mandatory Extension;

“Weyerhaeuser” means Weyerhaeuser Company and, unless the context otherwise requires, its subsidiaries, other than the Company and Newco and any of their respective subsidiaries;

“Weyerhaeuser Fine Paper Business” means the fine paper and related businesses that will be transferred by Weyerhaeuser to Newco and Newco Canada Exchangeco Sub as part of the Contribution and the Canadian Asset Transfer. See “The Contribution and Distribution Agreement—The Contribution—The Newco Contribution;”

“Weyerhaeuser shareholders” means the holders of Weyerhaeuser common shares and, unless the context otherwise requires, holders of exchangeable shares of Weyerhaeuser Company Limited, which are exchangeable for Weyerhaeuser common shares;

“Weyerhaeuser shares” means Weyerhaeuser common shares and, unless the content otherwise requires, the exchangeable shares of Weyerhaeuser Company Limited, which are exchangeable for Weyerhaeuser common shares; and

“$” or “dollar” means U.S. dollar.

the Canadian Asset Transfer;

the Newco Contribution;

the transfer by Weyerhaeuser to the Company of all the issued and outstanding limited liability company interests of Newco in exchange for (x) a number of shares of Company common stock determined in accordance with a formula specified in the Contribution and Distribution Agreement and (y) the Company Contribution;

the Distribution; and

the Arrangement.

May I participate in this Exchange Offer?

Any holder of Weyerhaeuser common shares or Weyerhaeuser exchangeable shares may participate in this Exchange Offer.

How many shares of Company common stock will I receive for each Weyerhaeuser common share or Weyerhaeuser exchangeable share that I tender?

This Exchange Offer is designed to permit you to exchange your Weyerhaeuser common shares and Weyerhaeuser exchangeable shares for shares of

Company common stock at a 10% discount to the per-share value of Domtar common shares, calculated as set forth in this Prospectus—Offer to Exchange. Stated another way, for each $1.00 of your Weyerhaeuser common shares or Weyerhaeuser exchangeable shares accepted in this Exchange Offer, you will receive approximately $1.11 of Company common stock, based on the calculated per-share values for the Weyerhaeuser common shares and the Company common stock determined by reference to the simple arithmetic average of the daily VWAP of Weyerhaeuser common shares and Domtar common shares on the New York Stock Exchange on each of the Valuation Dates. Please note, however, that:

The number of shares you can receive is subject to a limit of 11.1442 shares of Company common stock for each Weyerhaeuser common share or Weyerhaeuser exchangeable share accepted in this Exchange Offer. If the limit is in effect, you will receive less than $1.11 of Company common stock for each $1.00 of Weyerhaeuser common shares or Weyerhaeuser exchangeable shares, depending on the calculated per-share values of Weyerhaeuser common shares and Company common stock at the expiration date of this Exchange Offer, and you could receive much less. This Exchange Offer does not provide for a minimum exchange ratio. See “This Exchange Offer—Terms of this Exchange Offer.”

Because this Exchange Offer is subject to proration, Weyerhaeuser may accept for exchange in this Exchange Offer only a portion of the Weyerhaeuser common shares and Weyerhaeuser exchangeable shares tendered by you.

Weyerhaeuser will announce whether the limit on the number of shares that can be received for each Weyerhaeuser common share or Weyerhaeuser exchangeable share tendered is in effect at the expiration of the exchange offer period, through www.WeyerhaeuserDomtarExchange.com and by press release, no later than 4:30 p.m., New York City time, on the expiration date. If the limit is in effect at that time, then the exchange ratio will be fixed at the limit and this Exchange Offer will be extended (a “Mandatory Extension”) until 12:00 midnight, New York City time, on the second following trading day to permit shareholders to tender or withdraw their Weyerhaeuser common shares and Weyerhaeuser exchangeable shares during those days.

The number of shares of Company common stock you will receive in exchange for each Weyerhaeuser common share or Weyerhaeuser exchangeable share you tender is referred to in this Prospectus—Offer to Exchange as the “exchange ratio.”

Is there a limit on the number of shares of Company common stock I can receive for each Weyerhaeuser common share or Weyerhaeuser exchangeable share that I tender?

The number of shares you can receive is subject to a limit of 11.1442 shares of Company common stock for each Weyerhaeuser common share or Weyerhaeuser exchangeable share accepted in this Exchange Offer. If the limit is in effect, you will receive less than $1.11 of Company common stock for each $1.00 of Weyerhaeuser common shares or Weyerhaeuser exchangeable shares that you tender, and you could receive much less. For example, if the calculated per-share value of Weyerhaeuser common shares was $75.57 (the highest closing price for Weyerhaeuser common shares on the New York Stock Exchange during the three-month period prior to commencement of this Exchange Offer) and the calculated per-share value of Company common stock was $6.56 (the lowest closing price for Domtar common shares on the New York Stock Exchange during that three-month period), the value of Company common stock, based on the Domtar common share price, received for Weyerhaeuser common shares and Weyerhaeuser exchangeable shares accepted for exchange would be approximately $0.97 for each $1.00 of Weyerhaeuser shares accepted for exchange.

This limit was calculated based on a 17% discount for Company common stock based on the closing prices of Weyerhaeuser common shares and Domtar common shares on the New York Stock Exchange on February 1, 2007 (the day before the commencement of this Exchange Offer). Weyerhaeuser set this limit to ensure that an unusual or unexpected drop in the trading price of Domtar common shares, relative to the trading price of Weyerhaeuser common shares, would not result in an unduly high number of shares of Company common stock being exchanged for each Weyerhaeuser common share or Weyerhaeuser exchangeable share accepted in this Exchange Offer.

What will happen if the limit is in effect?

Weyerhaeuser will announce whether the limit on the number of shares that can be received for each Weyerhaeuser common share or Weyerhaeuser exchangeable share tendered will be in effect at the expiration of the exchange offer period, through www.WeyerhaeuserDomtarExchange.com and by press release, no later than 4:30 p.m. on the expiration

date. If the limit is in effect at that time, then the exchange ratio will be fixed at the limit and a Mandatory Extension of this Exchange Offer until 12:00 midnight, New York City time, on the second following trading day will be made to permit shareholders to tender or withdraw their Weyerhaeuser common shares and Weyerhaeuser exchangeable shares during those days. The VWAP and trading prices of Weyerhaeuser common shares and Domtar common shares during this Mandatory Extension will not, however, affect the exchange ratio, which will be fixed at 11.1442.

How are the calculated per-share values of Weyerhaeuser common shares and Company common stock determined for purposes of calculating the number of shares of Company common stock to be received in this Exchange Offer?

The calculated per-share value of Weyerhaeuser common shares and Weyerhaeuser exchangeable shares for purposes of this Exchange Offer will equal the simple arithmetic average of the daily VWAP of Weyerhaeuser common shares on the New York Stock Exchange on each of the Valuation Dates.

The calculated per-share value of a share of Company common stock for purposes of this Exchange Offer will equal the simple arithmetic average of the daily VWAP of Domtar common shares on the New York Stock Exchange on each of the Valuation Dates.

Weyerhaeuser will determine such calculations of the per-share values of Weyerhaeuser common shares, Weyerhaeuser exchangeable shares and Company common stock, and such determination will be final.

If a market disruption event occurs with respect to Weyerhaeuser common shares or Domtar common shares on any of the Valuation Dates, the calculated per-share value of Weyerhaeuser common shares, Weyerhaeuser exchangeable shares and shares of Company common stock will be determined using the daily VWAP of Weyerhaeuser common shares and Domtar common shares on the preceding trading day or days, as the case may be, on which no market disruption event occurred with respect to both Weyerhaeuser common shares and Domtar common shares. See “This Exchange Offer—Conditions for Consummation of this Exchange Offer.”

If the limit is in effect, the exchange ratio will be fixed and the calculated per-share values of Weyerhaeuser common shares and Company common stock based on the daily VWAP during the Mandatory Extension will not affect the exchange ratio. See “This Exchange Offer—Extension; Termination; Amendment—Mandatory Extension.”

What is the “daily volume-weighted average price?”

The “daily volume-weighted average price” for Weyerhaeuser common shares and Domtar common shares will be the volume-weighted average price of Weyerhaeuser common shares and Domtar common shares on the New York Stock Exchange during the period beginning at 9:30 a.m., New York City time (or such other time as is the official open of trading on the New York Stock Exchange), and ending at 4:00 p.m., New York City time (or such other time as is the official close of trading on the New York Stock Exchange and in no event later than 4:10 p.m., New York City time), as reported to Weyerhaeuser by Bloomberg L.P. for the equity ticker WY.N, in the case of Weyerhaeuser common shares, and equity ticker DTC.N, in the case of Domtar common shares. The daily VWAPs provided by Bloomberg L.P. may be different from other sources of volume-weighted average prices or investors’ or security holders’ own calculations of volume-weighted average prices.

Where can I find the daily VWAP of Weyerhaeuser common shares and Domtar common shares during the exchange offer period?

Weyerhaeuser will maintain a website at www.WeyerhaeuserDomtarExchange.com that provides the daily VWAP of both Weyerhaeuser common shares and Domtar common shares, together with indicative exchange ratios, for each day during this Exchange Offer. During the period of the Valuation Dates, when the values of Weyerhaeuser common shares and Domtar common shares are calculated for the purposes of this Exchange Offer, the website will show the indicative exchange ratios based on indicative calculated per-share values calculated by Weyerhaeuser, which will equal (i) on the first Valuation Date, the intra-day VWAP during the elapsed portion of that day, (ii) on the second Valuation Date, the intra-day VWAP during the elapsed portion of that day averaged with the actual daily VWAP on the first Valuation Date and (iii) on the third Valuation Date, the intra-day VWAP during the elapsed portion of that day averaged with the actual daily VWAP on the first Valuation Date and the actual daily VWAP on the second Valuation Date. During this period, the indicative exchange ratios and calculated per-share values will be updated at 10:30 a.m., 1:30 p.m. and 4:30 p.m., New York City time.

Why is the calculated per-share value for Company common stock based on the trading prices for Domtar common shares?

There is currently no trading market for Company common stock. Weyerhaeuser believes, however, that the trading prices for Domtar common shares are an appropriate proxy for the expected trading prices for Company common stock when issued because (i) in the Arrangement, each outstanding Domtar common

share will be exchanged for one share of Company common stock (or one exchangeable share of a subsidiary of the Company that will be exchangeable for one share of Company common stock), (ii) at the Valuation Dates, it is expected that all the major conditions to the consummation of the Arrangement will have been satisfied and the Arrangement will be expected to be consummated shortly, such that investors should be expected to be valuing each Domtar common share based on the expected value of one share of Company common stock when issued, and (iii) research analysts are already reflecting the likely consummation of the Arrangement in their research regarding Domtar. There can be no assurance, however, that the Company common stock when issued will trade on the same basis as the Domtar common shares prior to the Arrangement. See “Risk Factors—The trading prices for Domtar common shares may not be an appropriate proxy for the expected trading prices of Company common stock when issued.”

How and when will I know the final exchange ratio?

Subject to the possible Mandatory Extension of this Exchange Offer described below, the final exchange ratio showing the number of shares of Company common stock that you will receive for each Weyerhaeuser common share or Weyerhaeuser exchangeable share accepted in this Exchange Offer will be available at www.WeyerhaeuserDomtarExchange.com by 4:30 p.m., New York City time, on the expiration date and separately announced by press release. In addition, as described below, indicative exchange ratios will be available throughout the exchange offer period. You may also contact the information agent to obtain these

indicative exchange ratios and the final exchange ratio at its toll-free number provided on the back cover of this Prospectus—Offer to Exchange.

Weyerhaeuser will announce whether the limit on the number of shares that can be received for each Weyerhaeuser common share or Weyerhaeuser exchangeable share tendered is in effect through www.WeyerhaeuserDomtarExchange.com and by press release, no later than 4:30 p.m. on the expiration date. If the limit is in effect at that time, then the exchange ratio will be fixed at the limit and a Mandatory Extension until 12:00 midnight, New York City time, on the second following trading day will be made to permit shareholders to tender or withdraw their Weyerhaeuser common shares or Weyerhaeuser exchangeable shares during those days.

Will indicative exchange ratios be provided during the tender offer period?

Yes. Indicative exchange ratios will be available at www.WeyerhaeuserDomtarExchange.com by 4:30 p.m., New York City time, on each day during the exchange offer period, calculated as though that day were the expiration date of this Exchange Offer. For example, by 4:30 p.m., New York City time, on February 15, 2007 (the tenth trading day of this Exchange Offer), Weyerhaeuser will show an indicative exchange ratio based on the average of the daily VWAP of Weyerhaeuser common shares and Domtar common shares, on February 13, 2007 (the eighth trading day), February 14, 2007 (the ninth trading day) and February 15, 2007 (the tenth trading day). The indicative exchange ratio will also reflect whether the limit on the exchange ratio, described above, would have been in effect. You may also contact the information agent at its toll-free number to obtain these indicative exchange ratios.

In addition, for purposes of illustration, a table that indicates the number of shares of Company common stock that you would receive per Weyerhaeuser common share or Weyerhaeuser exchangeable share, calculated on the basis described above and taking into account the maximum limit, assuming a range of averages of the daily VWAP of Weyerhaeuser common shares and Domtar common shares on the Valuation Dates is provided under “This Exchange Offer—Terms of this Exchange Offer.”

What if Weyerhaeuser common shares or Domtar common shares do not trade on any of the Valuation Dates?

If a market disruption event occurs with respect to Weyerhaeuser common shares or Domtar common shares on any of the Valuation Dates, the calculated per-share value of Weyerhaeuser common shares, Weyerhaeuser exchangeable shares and shares of

Company common stock will be determined using the daily VWAP of Weyerhaeuser common shares and Domtar common shares on the preceding trading day or days, as the case may be, on which no market disruption event occurred with respect to both Weyerhaeuser common shares and Domtar common shares. If, however, a market disruption event occurs as specified above, Weyerhaeuser may terminate this Exchange Offer if, in its reasonable judgment, the market disruption event has impaired the benefits of this Exchange Offer. For specific information as to what would constitute a market disruption event, see “This Exchange Offer—Conditions for Consummation of this Exchange Offer.”

Are there circumstances under which I would receive fewer shares of Company common stock than I would have received if the exchange ratio were determined using the closing prices of Weyerhaeuser common shares and Domtar common shares on the expiration date of this Exchange Offer?

Yes. For example, if the trading price of Weyerhaeuser common shares were to increase during the period of the Valuation Dates, the calculated per-share value of Weyerhaeuser common shares and Weyerhaeuser exchangeable shares would likely be lower than the closing price of Weyerhaeuser common shares on the expiration date of this Exchange Offer. As a result, you may receive fewer shares of Company common stock for each $1.00 of Weyerhaeuser common shares or Weyerhaeuser exchangeable shares than you would have if that per-share value were calculated on the basis of the closing price of Weyerhaeuser common shares on the expiration date. Similarly, if the trading price of Domtar common shares were to decrease during the period of the Valuation Dates, the calculated per-share value of Company common stock would likely be higher than the closing price of Domtar common shares on the expiration date. This could also result in your receiving fewer shares of Company common stock for each $1.00 of Weyerhaeuser common shares or Weyerhaeuser exchangeable shares than you would otherwise receive if that per-share value were calculated on the basis of the closing price of Domtar common shares on the expiration date of this Exchange Offer. See “This Exchange Offer—Terms of this Exchange Offer.”

In addition, if the limit on the number of shares that can be received for each Weyerhaeuser common share or Weyerhaeuser exchangeable share tendered is in effect at the expiration of the exchange offer period and there is a Mandatory Extension until 12:00 midnight, New York City time, on the second following trading day, then the number of shares you will receive in exchange for each Weyerhaeuser common share or Weyerhaeuser exchangeable share tendered will be fixed at the limit and will not relate to the closing prices on the expiration date of this Exchange Offer.

The value of Company common stock you receive may not remain above the value of Weyerhaeuser common shares or Weyerhaeuser exchangeable shares you exchange following the expiration date of this Exchange Offer.

Will Weyerhaeuser distribute fractional shares?

No fractional shares of Company common stock will be delivered to holders of Weyerhaeuser common shares or Weyerhaeuser exchangeable shares. Fractional shares of Company common stock allocable to any holders of Weyerhaeuser common shares or Weyerhaeuser exchangeable shares will be

aggregated. The exchange agent will cause the sale of the whole shares obtained thereby in the open market or otherwise and will distribute the net proceeds thereof, after deducting any required withholding taxes and brokerage charges, commissions and transfer taxes, to each shareholder entitled thereto in accordance with the shareholder’s fractional interest.

What is the aggregate number of shares of Company common stock being offered in this Exchange Offer?

Weyerhaeuser estimates that approximately 281,000,000 shares of Company common stock will be offered in this Exchange Offer. The exact number of shares of Company common stock to be issued to Weyerhaeuser as part of the consideration in the Company Contribution will not be determined until a date designated by Weyerhaeuser that is at least 10 business days after the commencement of this Exchange Offer but not more than 20 business days prior to the date of consummation of this Exchange Offer. Unless the expiration date of this Exchange Offer is extended past March 19, 2007, the date for determining the exact number of shares of Company common stock to be issued to Weyerhaeuser will be February 16, 2007. When the exact number of shares of Company common stock to be issued to Weyerhaeuser is determined, Weyerhaeuser will make a public announcement to specify the total number of shares of Company common stock to be exchanged for Weyerhaeuser common shares and Weyerhaeuser exchangeable shares. See “The Transactions—The Contribution.” In this Exchange Offer, Weyerhaeuser is offering all the shares of Company common stock it will hold on the date of consummation of this Exchange Offer.

Are there any conditions to Weyerhaeuser’s obligation to complete this Exchange Offer?

Yes. This Exchange Offer is subject to various conditions listed under “This Exchange Offer—Conditions for Consummation of this Exchange Offer.” If any of these conditions are not satisfied or

waived prior to the expiration of this Exchange Offer, Weyerhaeuser will not be required to accept shares for exchange and may extend or terminate this Exchange Offer.

Weyerhaeuser may waive any of the conditions to this Exchange Offer, except for the conditions listed in (1), (2) and (3) listed in the first paragraph under “This Exchange Offer—Conditions for Consummation of this Exchange Offer.” The conditions that cannot be waived by Weyerhaeuser are referred to as the “Mandatory Conditions.” For a description of the material conditions precedent to the Arrangement, including the receipt of Domtar

shareholder approval and other conditions, see “The Transactions—Conditions to the Transactions.”

The Company has no right to waive or assert any of the conditions to this Exchange Offer.

What happens if not enough Weyerhaeuser common shares and Weyerhaeuser exchangeable shares are tendered to allow Weyerhaeuser to exchange all of the shares of Company common stock it holds?

If this Exchange Offer is consummated but less than all the shares of Company common stock owned by Weyerhaeuser are exchanged because this Exchange Offer is not fully subscribed, the additional shares of Company common stock owned by Weyerhaeuser will be distributed as a pro rata dividend to the holders of Weyerhaeuser common shares and Weyerhaeuser exchangeable shares remaining outstanding after, and not exchanged in, this Exchange Offer.

On or prior to the time of consummation of this Exchange Offer, Weyerhaeuser will transfer (or cause to be transferred) to Mellon Investor Services LLC, by book-entry, all of the Company common stock owned by Weyerhaeuser, with irrevocable instructions to deliver the shares of Company common stock to be exchanged for Weyerhaeuser common shares and Weyerhaeuser exchangeable shares in this Exchange Offer and to deliver the shares of Company common stock to be distributed in any pro rata dividend. If there is a pro rata dividend to be distributed, Mellon Investor Services LLC will calculate the exact number of shares of Company common stock not exchanged in this Exchange Offer and to be distributed as a pro rata dividend and that number of shares of Company common stock will be transferred to the holders of Weyerhaeuser common shares and Weyerhaeuser exchangeable shares entitled thereto. See “This Exchange Offer—Dividend of any Shares of Company Common Stock Remaining after this Exchange Offer.”

Will all Weyerhaeuser common shares and Weyerhaeuser exchangeable shares that I tender be accepted in this Exchange Offer?

Not necessarily. Weyerhaeuser estimates that approximately 281,000,000 shares of Company common stock will be offered in this Exchange Offer. Depending on the number of Weyerhaeuser common shares and Weyerhaeuser exchangeable shares validly tendered in this Exchange Offer and not properly withdrawn, and the calculated per-share values of Weyerhaeuser common shares and Company common stock determined as described above, Weyerhaeuser may have to limit the number of Weyerhaeuser common shares and Weyerhaeuser exchangeable shares that it accepts in this Exchange Offer through a proration process. Any proration of

the number of shares accepted in this Exchange Offer will be determined on the basis of the proration mechanics described under “This Exchange Offer—Terms of this Exchange Offer—Proration; Odd-Lots.”

An exception to proration is that shareholders who beneficially own “odd-lots,” that is, fewer than 100 Weyerhaeuser common shares or 100 Weyerhaeuser exchangeable shares. Beneficial holders of less than 100 Weyerhaeuser common shares or 100 Weyerhaeuser exchangeable shares who validly tender all of their shares of the class in which they hold less than 100 shares may elect not to be subject to proration with respect to that class.

In all other cases, proration for each tendering shareholder will be based on (i) the proportion that the total number of Weyerhaeuser common shares and Weyerhaeuser exchangeable shares to be accepted bears to the total number of Weyerhaeuser common shares and Weyerhaeuser exchangeable shares validly tendered and not withdrawn and (ii) the number of Weyerhaeuser common shares and Weyerhaeuser exchangeable shares validly tendered and not withdrawn by that shareholder (and not on that shareholder’s aggregate ownership of Weyerhaeuser common shares and Weyerhaeuser exchangeable shares). Other than with respect to odd-lots, proration will be applied treating Weyerhaeuser common shares and Weyerhaeuser exchangeable shares as a single class. Any Weyerhaeuser common shares and Weyerhaeuser exchangeable shares not accepted for exchange as a result of proration will be returned to tendering shareholders promptly after the final proration factor is determined.

How many Weyerhaeuser common shares and Weyerhaeuser exchangeable shares will Weyerhaeuser acquire if this Exchange Offer is completed?

The number of Weyerhaeuser common shares and Weyerhaeuser exchangeable shares that will be accepted if this Exchange Offer is completed will depend on the final exchange ratio, the number of shares of Company common stock offered and the number of Weyerhaeuser common shares and Weyerhaeuser exchangeable shares validly tendered and not withdrawn. Weyerhaeuser estimates that approximately 281,000,000 shares of Company common stock will be offered for exchange in this Exchange Offer. Based on this estimate, the largest possible number of Weyerhaeuser common shares and Weyerhaeuser exchangeable shares that will be accepted would equal 281,000,000 divided by the final exchange ratio. For example, assuming that the

final exchange ratio is 11.1442 (the maximum number of shares of Company common stock that could be exchanged for one Weyerhaeuser common share or Weyerhaeuser exchangeable share), then Weyerhaeuser would accept up to a total of approximately 25,214,909 Weyerhaeuser common shares and Weyerhaeuser exchangeable shares.

When does this Exchange Offer expire?

The period during which you are permitted to tender your Weyerhaeuser common shares and Weyerhaeuser exchangeable shares in this Exchange Offer will expire at 12:00 midnight, New York City time, on March 2, 2007, unless Weyerhaeuser extends the expiration of this Exchange Offer. If the limit on the number of shares that can be received for each Weyerhaeuser common share or Weyerhaeuser exchangeable share tendered is in effect at the expiration of the exchange offer period, then the exchange ratio will be fixed at the limit and a Mandatory Extension of this Exchange Offer until 12:00 midnight, New York City time, on the second following trading day will be made. See “This Exchange Offer—Terms of this Exchange Offer—Extension; Termination; Amendment.”

Can this Exchange Offer be extended and under what circumstances?

Yes. Weyerhaeuser can extend this Exchange Offer, in its sole discretion, but does not intend to extend this Exchange Offer other than in the following circumstances: (a) if any of the conditions for consummation of this Exchange Offer listed under “This Exchange Offer—Conditions for Consummation of this Exchange Offer” are not satisfied or waived prior to the expiration of this Exchange Offer, (b) to comply with any applicable law or to obtain any governmental, regulatory or other approvals or (c) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to this Exchange Offer, including as required in connection with any material changes to the terms of or information concerning this Exchange Offer. In case of an extension of this Exchange Offer, Weyerhaeuser will publicly announce by press release the extension no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration date. In addition, if the limit on the number of shares that can be received for each Weyerhaeuser common share or Weyerhaeuser exchangeable share tendered is in effect at the expiration of the exchange offer period, then the exchange ratio will be fixed at the limit and a Mandatory Extension of this Exchange Offer until 12:00 midnight, New York City time, on the second following trading day will be made.

How do I participate in this Exchange Offer?

The procedures you must follow to participate in this Exchange Offer will depend on whether you hold your Weyerhaeuser common shares or Weyerhaeuser exchangeable shares in certificated form, in uncertificated form through the Weyerhaeuser Direct Stock Purchase Plan maintained by Mellon Investor Services LLC, as transfer agent (such shares, “DSPP Shares”) or through a bank or trust company or broker. For specific instructions about how to participate, see “This Exchange Offer—Terms of this Exchange Offer—Procedures for Tendering.”

How do I tender my Weyerhaeuser common shares or Weyerhaeuser exchangeable shares after the final exchange ratio has been determined?

Subject to a Mandatory Extension, the final exchange ratio will be available no earlier than between 4:00 p.m. and 4:30 p.m., New York City time, on the expiration date. If you wish to tender your shares after the final exchange ratio has been determined, you will generally need to do so by means of delivering a notice of guaranteed delivery and complying with the guaranteed delivery procedures described in the section entitled “This Exchange Offer—Terms of this Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures.” You must, in all cases, obtain a Medallion guarantee from a U.S. eligible institution, in the case of Weyerhaeuser common shares, or from a Canadian eligible institution, in the case of Weyerhaeuser exchangeable shares, in each case in the form set forth in the applicable notice of guaranteed delivery for the delivery of your shares in this manner. A Medallion guarantee can generally be obtained from an eligible institution only before the institution providing that guarantee has closed for the day. If you hold Weyerhaeuser common shares or Weyerhaeuser exchangeable shares through a broker, dealer, commercial bank, trust company or similar institution, that institution must tender your shares on your behalf.

If your Weyerhaeuser common shares are held through an institution and you wish to tender your Weyerhaeuser common shares after The Depository Trust Company has closed, the institution must deliver a notice of guaranteed delivery to the exchange agent via facsimile prior to 12:00 midnight, New York City time, on the expiration date.

If your Weyerhaeuser exchangeable shares are held through an institution and you wish to tender your Weyerhaeuser exchangeable shares after CDSX has closed, the institution must deliver a notice of guaranteed delivery to the Canadian depositary via

facsimile prior to 12:00 midnight, New York City time, on the expiration date.

Any institution that is not an eligible institution will need to obtain a Medallion guarantee from an eligible institution in the form set forth in the applicable notice of guaranteed delivery in connection with the delivery of those shares.

See “This Exchange Offer—Terms of this Exchange Offer—Procedures for Tendering—Tendering Your Shares After the Final Exchange Ratio Has Been Determined.”

Can I tender only a portion of my Weyerhaeuser common shares and Weyerhaeuser exchangeable shares in this Exchange Offer?

Yes. You may tender all, some or none of your Weyerhaeuser common shares or Weyerhaeuser exchangeable shares.

What do I do if I want to retain all of my Weyerhaeuser common shares and Weyerhaeuser exchangeable shares?

If you want to retain all of your Weyerhaeuser common shares or Weyerhaeuser exchangeable shares, you do not need to take any action.

Can I change my mind after I tender my Weyerhaeuser common shares and Weyerhaeuser exchangeable shares?

Yes. You may withdraw your tendered shares at any time before this Exchange Offer expires. See “This Exchange Offer—Terms of this Exchange Offer—Withdrawal Rights.” If you change your mind again, you can re-tender your Weyerhaeuser common shares or Weyerhaeuser exchangeable shares by following the tender procedures again prior to the expiration of this Exchange Offer.

Will I be able to withdraw the Weyerhaeuser common shares or Weyerhaeuser exchangeable shares I tender after the final exchange ratio has been determined?

Yes. The final exchange ratio used to determine the number of shares of Company common stock that you will receive for each Weyerhaeuser common share or Weyerhaeuser exchangeable share accepted in this Exchange Offer will be announced by 4:30 p.m., New York City time, on the expiration date of this Exchange Offer, which is March 2, 2007, unless this Exchange Offer is extended or terminated. See “This Exchange Offer— Terms of this Exchange Offer.”

You have the right to withdraw Weyerhaeuser common shares and Weyerhaeuser exchangeable shares you have tendered at any time before the expiration of this Exchange Offer. See “This Exchange Offer—Terms of this Exchange Offer—Withdrawal Rights.”

In order to withdraw your shares, you (or, in lieu thereof, if you hold your shares through a broker, dealer, commercial bank, trust company or similar institution, that institution on your behalf) must

provide a written notice of withdrawal to the exchange agent, in the case of Weyerhaeuser common shares, and to the Canadian depositary, in the case of Weyerhaeuser exchangeable shares. The information that must be included in that notice is specified under “This Exchange Offer—Terms of this Exchange Offer—Withdrawal Rights.”

If you hold your shares through a broker, dealer, commercial bank, trust company or similar institution, you should consult that institution on the procedures you must comply with and the time by which such procedures must be completed in order for that institution to provide a written notice of withdrawal to the exchange agent, in the case of Weyerhaeuser common shares, and to the Canadian depositary, in the case of Weyerhaeuser exchangeable shares, on your behalf before 12:00 midnight, New York City time, on the expiration date. If you hold your shares through such an institution, that institution must deliver the notice of withdrawal with respect to any shares you wish to withdraw. In such a case, as a beneficial owner and not a registered shareholder, you will not be able to provide a notice of withdrawal for such shares directly to the exchange agent or the Canadian depositary.

If the limit on the number of shares of Company common stock that can be received for each Weyerhaeuser common share or Weyerhaeuser exchangeable share tendered is in effect at the expiration of the exchange offer period, then the exchange ratio will be fixed at the limit and a Mandatory Extension of this Exchange Offer until 12:00 midnight, New York City time, on the second

following trading day will be made to permit you to tender or withdraw your Weyerhaeuser common shares and Weyerhaeuser exchangeable shares during those days, either directly or by acting through a broker, dealer, commercial bank, trust company or similar institution on your behalf.

How do I withdraw my tendered Weyerhaeuser common shares or Weyerhaeuser exchangeable shares after the final exchange ratio has been determined?

Subject to a Mandatory Extension, the final exchange ratio will be available no earlier than between 4:00 p.m. and 4:30 p.m., New York City time, on the expiration date of this Exchange Offer. If you are a registered shareholder of Weyerhaeuser common shares (which includes persons holding certificated shares or DSPP Shares) or Weyerhaeuser exchangeable shares and you wish to withdraw your shares after the final exchange ratio has been determined, then you must deliver a written notice of

withdrawal to the exchange agent, in the case of Weyerhaeuser common shares, or the Canadian depositary, in the case of Weyerhaeuser exchangeable shares, in each case prior to 12:00 midnight, New York City time, on the expiration date. Medallion guarantees will not be required for such withdrawal notices. If you hold Weyerhaeuser common shares or Weyerhaeuser exchangeable shares through a broker, dealer, commercial bank, trust company or similar institution, any notice of withdrawal must be delivered by that institution on your behalf.

If your Weyerhaeuser common shares are held through an institution and you wish to withdraw Weyerhaeuser common shares after The Depository Trust Company has closed, the institution must deliver a written notice of withdrawal to the exchange agent prior to 12:00 midnight, New York City time, on the expiration date, in the form of The Depository Trust Company’s notice of withdrawal and you must specify the name and number of the account at The Depository Trust Company to be credited with the withdrawn shares and must otherwise comply with The Depository Trust Company’s procedures.

If your Weyerhaeuser exchangeable shares are held through an institution and you wish to withdraw your Weyerhaeuser exchangeable shares after CDSX has closed, you must deliver a written notice of withdrawal to the Canadian depositary, with a copy to CDS, prior to 12:00 midnight, New York City time, on the expiration date, and the notice of withdrawal must specify the name and number of the account at CDS to be credited with the withdrawn shares and must otherwise comply with CDS’s procedures.

See “This Exchange Offer-Terms of this Exchange Offer-Withdrawal Rights-Withdrawing Your Shares After the Final Exchange Ratio Has Been Determined.”

Will I be taxed on the shares of Company common stock that I receive in this Exchange Offer?

Weyerhaeuser shareholders generally will not recognize any gain or loss for U.S. federal income tax purposes as a result of this Exchange Offer, except for any gain or loss attributable to the receipt of cash instead of a fractional share of Company common stock received in this Exchange Offer. Canadian resident holders of Weyerhaeuser common shares or Weyerhaeuser exchangeable shares will, however, likely be subject to Canadian income tax on the receipt of shares of Company common stock. Certain

significant foreign shareholders also may recognize gain for U.S. federal income tax purposes as a result of this Exchange Offer if Weyerhaeuser is determined to be a “United States real property holding corporation.”

YOU SHOULD CONSULT YOUR OWN TAX ADVISOR FOR A FULL UNDERSTANDING OF THE TAX CONSEQUENCES TO YOU OF THIS EXCHANGE OFFER.

The material U.S. federal income tax consequences of this Exchange Offer are described in more detail under “This Exchange Offer—Material U.S. Federal Income Tax Consequences.”

Are there any appraisal rights for holders of Weyerhaeuser common shares and Weyerhaeuser exchangeable shares?

There are no appraisal rights available to holders of Weyerhaeuser common shares or Weyerhaeuser exchangeable shares in connection with this Exchange Offer.

Who do I contact for information regarding this Exchange Offer?

You may call the information agent, Innisfree M&A Incorporated, at 877-750-9497 (for shareholders who speak English), 877-825-8777 (for shareholders who speak French) and 212-750-5833 (for banks and brokers), to ask any questions about this Exchange Offer or to request additional documents, including copies of this Prospectus—Offer to Exchange and the applicable letter of transmittal (including the instructions thereto).

How will the Transactions be consummated?

The Transactions will be consummated through a series of steps described under “The Transactions,” which steps are referred to as the Canadian Asset Transfer, the Contribution, the Distribution and the Arrangement.

What will happen in the Canadian Asset Transfer?

Prior to the Contribution, Weyerhaeuser Company Limited and Weyerhaeuser Saskatchewan Ltd., two Canadian subsidiaries of Weyerhaeuser, will transfer certain of their fine paper and related assets to Newco Canada Exchangeco Sub and Newco Canada Exchangeco Sub will assume certain of Weyerhaeuser Company Limited’s and Weyerhaeuser Saskatchewan Ltd.’s fine paper and related liabilities. See “The Canadian Asset Transfer Agreement.”

What will happen in the Contribution?

The Contribution will occur in two separate steps.

First, Weyerhaeuser will transfer to Newco certain of Weyerhaeuser’s fine paper and related assets in exchange for the issuance of additional limited liability company interests of Newco to Weyerhaeuser and the assumption by Newco of certain of Weyerhaeuser’s fine paper and related liabilities.

Second, Weyerhaeuser will transfer to the Company all of the issued and outstanding limited liability company interests of Newco in exchange for $1.35 billion in cash and shares of Company common stock.

Following the Contribution, the Company will indirectly hold and operate the Weyerhaeuser Fine Paper Business through Newco, which will have become a wholly-owned subsidiary of the Company. See “The Transactions—The Contribution.”

What will happen in the Distribution?

Following the Contribution, Weyerhaeuser will distribute all the issued and outstanding shares of Company common stock to Weyerhaeuser shareholders. The Distribution will occur pursuant to this Exchange Offer and, if this Exchange Offer is not fully subscribed or is not consummated, a dividend of any unexchanged Company shares. See “The Transactions—The Distribution” and “This Exchange Offer.”

What will happen in the Arrangement?

Following the Contribution and the Distribution, the Company and Domtar will consummate a plan of arrangement under Canadian law whereby all Domtar common shares (other than any shares held by a holder exercising dissent rights) will be exchanged, on a one-for-one basis, for Class B common shares.

Immediately following the exchange of Domtar common shares for Class B common shares, each of such Class B common shares will be acquired by Newco Canada Exchangeco for one share of Company common stock. Certain Canadian holders of Class B common shares of Offerco can elect to receive, instead of a share of Company common stock, an exchangeable share of Newco Canada Exchangeco, which will be exchangeable at any time at the option of the holder for a share of Company common stock.

Immediately following the consummation of the Transactions, including the Arrangement with Domtar, approximately 55% of the outstanding Company common stock on a fully diluted basis will be held by Weyerhaeuser shareholders or former Weyerhaeuser shareholders and approximately 45% will be held by former Domtar shareholders.

What shareholder approvals are needed in connection with the Transactions?

The Arrangement cannot be completed unless the Transaction Agreement, the plan of arrangement and the Arrangement are approved by the affirmative vote of the shareholders and optionholders of Domtar. See “The Transactions—Conditions to the Transactions.”

No vote of Weyerhaeuser shareholders is required or being sought in connection with the Transactions. Weyerhaeuser is not asking you for a proxy and you are requested not to send a proxy.

Are there any other conditions to the Transactions?

Yes. In addition to approval by shareholders and optionholders of Domtar, consummation of the Distribution and the Arrangement is subject to customary conditions, including the effectiveness of certain filings with the SEC, the approval of the plan of arrangement by the Superior Court of Québec and a tax opinion of Weyerhaeuser’s counsel, the execution of the three-month unsecured term loan facility described under “Financing” and the receipt of the proceeds thereof in a principal amount of $1.35 billion, the execution of the credit facilities described under “Financing,” the approval for listing of the exchangeable shares of Newco Canada Exchangeco on the Toronto Stock Exchange and the acceptance by the Toronto Stock Exchange that the

Class B common shares of Newco Canada Exchangeco will, upon issuance, be listed and posted for trading. See “The Transactions—Conditions to the Transactions.”

Are there risks associated with the Transactions?

Yes. The Combined Company may not achieve the expected benefits of the Transactions because of the risks and uncertainties discussed in the section titled “Risk Factors” and the section titled “Special Note Concerning Forward-Looking Statements.” Those risks include, among other things, risks relating to the uncertainty that the Company will be able to integrate the Weyerhaeuser Fine Paper Business with the Domtar business successfully, uncertainties relating to the performance of the Combined Company and the Company’s level of indebtedness following the consummation of the Transactions.

When will the Distribution occur?

The Distribution will occur immediately prior to the Arrangement after all conditions precedent to the Distribution and the Arrangement have been satisfied or waived.

When will the Arrangement occur?

The Arrangement is expected to occur on the date this Exchange Offer is consummated. However, it is possible that the conditions to the Arrangement will not be met and the Arrangement may not be completed at all, in which case this Exchange Offer will be terminated without any shares being exchanged. For a discussion of the conditions to the Arrangement see “The Transactions—Conditions to the Transactions.”

Will the number of Weyerhaeuser common shares I own change as a result of the Distribution?

The number of Weyerhaeuser shares you own will be decreased to the extent these shares are tendered and exchanged for shares of Company common stock in this Exchange Offer.

Where will the Company shares be listed?

The Company has been authorized to list its common stock on the New York Stock Exchange and has applied for listing of such shares on the Toronto Stock Exchange, in each case under the symbol “UFS.”

What is the current relationship between the Company and Domtar?

The Company is currently a wholly-owned subsidiary of Weyerhaeuser and was incorporated as a Delaware corporation in August 2006 to indirectly hold the Weyerhaeuser Fine Paper Business and consummate the arrangement with Domtar. Prior to the Arrangement, however, there is no relationship between the Company and Domtar other than the fact that both are parties to the Transaction Agreement.

unscheduled maintenance outages;

prolonged power failures;

an equipment failure;

a chemical spill or release;

explosion of a boiler;

the effect of a drought or reduced rainfall on its water supply;

labor difficulties;

disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels;

fires, floods, earthquakes, hurricanes or other catastrophes;

terrorism or threats of terrorism; or

other operational problems.

actual or anticipated fluctuations in the Combined Company or its competitors’ operating results;

announcements by the Combined Company and its competitors of new products, capacity changes, significant contracts, acquisitions or strategic investments;

the Combined Company and its competitors’ growth rates;

the financial market and general economic conditions;

changes in stock market analyst recommendations regarding the Combined Company, its competitors or the paper products industry generally, or lack of analyst coverage of its common stock;

sales of Company common stock by the Company’s executive officers, directors and significant stockholders or sales of substantial amounts of common stock; and

changes in accounting principles.

the state of the Combined Company’s business, the environment in which it operates and the various risks it faces, including competition, changes in its industry and other risks summarized in this Prospectus—Offer to Exchange;

the results of operations of its subsidiaries and their ability to transfer funds to the Company, as the Company will be a holding company and its principal assets will be the equity interests it holds in its subsidiaries; and