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Weyerhaeuser To Combine Its Homebuilding And Real Estate Development Business, WRECO, With Tri Pointe Homes

Stocks in this article: TPH WY

FEDERAL WAY, Wash., Nov. 4, 2013 /PRNewswire/ -- Weyerhaeuser Company (NYSE: WY) ("Weyerhaeuser") today announced that it has entered into a definitive agreement pursuant to which Weyerhaeuser's homebuilding subsidiary, Weyerhaeuser Real Estate Company ("WRECO"), will combine with a subsidiary of TRI Pointe Homes, Inc. (NYSE: TPH) ("TRI Pointe") in a Reverse Morris Trust transaction.

(Logo:  http://photos.prnewswire.com/prnh/20120111/AQ34535LOGO)

The combination will result in Weyerhaeuser shareholders receiving approximately 130 million shares, or 80.5 percent of the combined company on a fully diluted basis, with pre-transaction TRI Pointe shareholders owning the balance. The transaction, which also includes a cash payment of approximately $700 million to Weyerhaeuser, is valued at approximately $2.7 billion based on TRI Pointe's November 1, 2013 closing stock price.

The transaction is expected to be tax-free for Weyerhaeuser and its shareholders and is anticipated to close during the second quarter of 2014. This combination will create a market-leading homebuilder with considerable long-term growth potential.

"As a result of the strategic review of our homebuilding business, the Board of Directors has determined that combining Weyerhaeuser Real Estate Company with TRI Pointe creates the greatest value for our shareholders," said Doyle Simons, Weyerhaeuser president and chief executive officer. "The combined company will be a strong standalone homebuilder, and the separation of our homebuilding division allows us to focus on driving performance in our forest products businesses to deliver further value to our shareholders."

Mr. Simons added, "We have great respect for TRI Pointe's proven management team and are confident in their ability to ensure WRECO achieves its full potential. I know that our WRECO employees will play a big role in the future success of the new TRI Pointe."

Transaction Details

Under the terms of the transaction agreement, Weyerhaeuser will distribute ownership of WRECO to Weyerhaeuser shareholders in either a spin-off or split-off transaction, which will be immediately followed by a merger of WRECO with a subsidiary of TRI Pointe, with WRECO surviving the merger and becoming a wholly owned subsidiary of TRI Pointe. If Weyerhaeuser elects a spin-off, all Weyerhaeuser shareholders will participate pro-rata. In a split-off, Weyerhaeuser will conduct an exchange offer pursuant to which its shareholders will elect whether to exchange Weyerhaeuser shares for WRECO shares. Weyerhaeuser will determine which approach it will take prior to closing the transaction and no decision has been made at this time. Regardless of the method, upon closing of the merger, Weyerhaeuser shareholders will receive approximately 80.5 percent of TRI Pointe shares, on a fully diluted basis, and pre-transaction TRI Pointe shareholders will own the balance of the combined company's shares.

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