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Weyerhaeuser Company
Federal Way, Washington, USA, 25 November 2009 Weyerhaeuser Company (NYSE:WY) today announced that as of 24 November 2009 (the “early tender date”), USD 318,372,000 principal amount of its outstanding 6.750% notes due 15 March 2012 (the “securities”), had been tendered in its previously announced cash tender offer and that it has amended the terms of the offer in the manner described below. Except as otherwise noted, the terms and conditions of the offer are set forth in the company’s offer to purchase dated 10 November 2009, and the accompanying letter of transmittal and remain unchanged.

In the offer, Weyerhaeuser is offering to purchase for cash up to USD 500 million principal amount (the “tender cap”) of the securities from each registered holder of securities. As amended, the company is now offering to pay for each USD 1000 principal amount of securities validly tendered at any time before the expiration date (as defined below) and accepted for purchase a fixed price of USD 1062.50. The offer originally contemplated that the total consideration was to be determined pursuant to a modified “Dutch Auction” procedure, with the purchase price to be set at an amount not less than USD 1030 nor greater than USD 1062.50 per USD 1000 principal amount, and that securities tendered in the offer after the early tender date would not be eligible to receive the USD 30.00 early tender premium. As amended, the company will pay the same consideration (USD 1062.50) for any securities purchased in the offer, regardless of whether they were tendered before or after the early tender date. The withdrawal deadline (as defined in the offer to purchase) has not been extended. The amended terms of the offer are summarized in the table below.

CUSIP Number

Title of Security

Principal Amount Outstanding

Tender Cap

Purchase Price (1)


6.750% Notes due 3/15/12




(1)        Per $1000 principal amount of securities that are accepted for purchase.

Because the company is now offering to purchase securities at a fixed price of USD 1062.50 and the offer is no longer being conducted as a modified Dutch Auction, holders desiring to tender their securities will no longer be required to specify the price at which they are tendering their securities and any such specification will be ignored and deemed null and void.

The offer will expire at 12 midnight, Eastern Time, on 09 December 2009, unless extended.

In addition to any consideration received, holders who tender securities will be paid any accrued and unpaid interest calculated up to the settlement date. The settlement date for the offer is expected to be 10 December 2009.

Banc of America/Merrill Lynch and Citigroup Global Markets Inc. are the lead dealer managers for the offer. Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, and Goldman, Sachs & Co. are the co-dealer managers for the offer. Global Bondholder Services Corporation is the Depositary and Information Agent. Persons with questions regarding the offer should contact Banc of America/Merrill Lynch toll free at (888) 292-0070 or collect at (646) 855-3401, Attn. Debt Advisory Services or Citigroup Global Markets Inc. toll free at (800) 558‑3745 or collect at (212) 723‑6106, Attn. Liability Management Desk. 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 2008, sales were USD 8 billion. It has offices or operations in 10 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 and development. Additional information about Weyerhaeuser's businesses, products, and practices is available at http://www.weyerhaeuser.com.


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