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Weyerhaeuser Announces Cash Tender Offers For Up to USD 825 Million of Its Securities
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Federal Way, Washington, USA, 09 May 2007 -- /PRNewswire/ -- Weyerhaeuser Company (NYSE:WY) announced today the commencement of cash tender offers to purchase up to USD 825 million principal amount across selected securities in its debt portfolio.

The tender offers consist of an Any and All Offer for four securities and a Maximum Tender Offer for six securities, both of which are made pursuant to the terms and conditions set forth in an Offer to Purchase dated 09 May 2007.

In the Any and All Offers, Weyerhaeuser is offering to purchase any and all of the outstanding securities listed under the heading "Any and All Offer" in the table below.

In the Maximum Tender Offer, Weyerhaeuser is offering to purchase, under certain conditions set out in the Offer to Purchase, the specified series of outstanding securities listed under the heading "Maximum Tender Offer" in the table below.

Principal Reference Fixed Acceptance
Amount U.S. Spread Priority Early
Outstanding Treasury (basis Tender
Title of Security ($ = USD) Security points) Level Premium

Offer for Securities Listed Below: Any and All Offer

7.25% Debentures 4.50% due
due 01 July 2013 $250,000,000 15 May 2017 +108 N/A N/A

7.00% Debentures due 4.50% due
01 February 2018 $100,000,000 15 May 2017 +152 N/A N/A

7.125% Debentures 4.50% due
due 15 July 2023 $250,000,000 15 February 2036 +200 N/A N/A

7.35% Debentures 4.50% due
due 01 July 2026 $149,786,000 15 February 2036 +205 N/A N/A

Offer for Securities Listed Below: Maximum Tender Offer

7.500% Debentures 4.50% due
due 01 March 2013 $250,000,000 15 May 2017 +108 1 $10.00

7.950% Debentures 4.50% due
due 15 March 2025 $250,000,000 15 February 2036 +205 2 $25.00

7.85% Debentures 4.50% due
due 01 July 2026 $200,000,000 15 February 2036 +205 3 $25.00

5.95% Debentures due 4.50% due
01 November 2008 $524,873,000 30 April 2009 +63 4 $5.00

6.95% Debentures due 4.50% due
01 August 2017 $300,000,000 15 May 2017 +140 5 $10.00

7.375% Debentures 4.50% due
due 15 March 2032 $1,250,000,000 15 February 2036 +198 6 $25.00

The aggregate principal amount of securities to be purchased in the Maximum Tender Offers will be equal to the difference between the USD 825 million tender cap and the aggregate principal amount of securities purchased through the Any and All Offers.

The Any and All Offers are scheduled to expire at 5:00 p.m., Eastern time, on 16 May 2007, unless extended.

The Maximum Tender Offers are scheduled to expire at 12:00 midnight, Eastern time, on 06 June 2007, unless extended.

Holders of securities subject to the Maximum Tender Offer must validly tender and not validly withdraw their securities on or before the early tender date, which is 5:00 p.m., Eastern time, on 22 May 2007, unless extended, to receive the applicable full tender offer consideration.

Holders of securities subject to the Maximum Tender Offer who validly tender their securities after the early tender date and on or before the Maximum Tender Offer expiration date will receive the applicable late tender offer consideration, which is the applicable full tender offer consideration minus the applicable Early Tender Premium per USD 1000 principal amount of securities tendered by such holder that are accepted for purchase.

Holders of securities subject to the Maximum Tender Offer who validly tender their securities on or before the early tender date may not withdraw their securities after the early tender date except in the limited circumstances described fully in the Offer to Purchase.

Holders of the securities subject to the Maximum Tender Offer who validly tender their securities after the early tender date but on or before the Maximum Tender Offer expiration date may not withdraw their securities except in the limited circumstances described in the Offer to Purchase.

The applicable full tender offer consideration for each of the USD 1000 principal amount of securities tendered and accepted for payment pursuant to the Any and All Offer and the Maximum Tender Offer will be determined in the manner described in the Offer to Purchase by reference to a fixed spread specified for such securities over the yield based on the bid-side price of the applicable U.S. Treasury Security specified on the cover page of the Offer to Purchase, as calculated by the Dealer Managers for the tender offers, at 2:00 p.m. Eastern time on 14 May 2007, for the Any and All Offer and at 2:00 p.m. Eastern time on 04 June 2007, for the Maximum Tender Offer, respectively.

In addition to any consideration received, holders who tender securities will be paid any accrued and unpaid interest calculated up to and not including the applicable settlement date. The settlement date for the Any and All Offer is expected to be 17 May 2007, and the settlement date for the Maximum Tender Offer is expected to be 07 June 2007.

J.P. Morgan Securities Inc. and Banc of America Securities LLC are the dealer managers for the offers. Morgan Stanley & Co. Inc. and Citigroup Global Markets, Inc. are the co-dealer managers for the offers. Global Bondholder Services Corporation is the Depositary and Information Agent. Persons with questions regarding the offers should contact J.P. Morgan Securities Inc. toll free at (866) 834-4666 or collect at (212) 834-4077, Attn. Liability Management Group or Banc of America Securities LLC toll free at (866) 475-9886 or collect at (704) 386-3244, Attn. Liability Management Group. Requests for documents should be directed to Global Bondholder Services Corporation toll free at (866) 804-2200 or collect at (212) 430-3774.

Weyerhaeuser Company, one of the world's largest forest products companies, was incorporated in 1900. In 2006, sales were USD 21.9 billion. It has offices or operations in 18 countries, with customers worldwide. Weyerhaeuser is principally engaged in the growing and harvesting of timber; the manufacture, distribution, and sale of forest products; and real estate construction, development, and related activities. Additional information about Weyerhaeuser's businesses, products and practices is available at www.weyerhaeuser.com.


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