(All financial information in U.S. dollars)

Paper Excellence, a global diversified manufacturer of pulp and specialty, printing, writing, and packaging papers, and Fort Mill-based Domtar (NYSE: UFS) (TSX: UFS), a leading provider of fiber-based products, announced May 11 they have entered into a strategic business combination under which the Paper Excellence group of companies will acquire all of the issued and outstanding shares of Domtar common stock for $55.50 per share, in cash.

The purchase price represents a premium of approximately 37 percent to Domtar’s closing share price on May 3, 2021, the last trading day prior to the Domtar’s statement responding to media reports regarding a potential business combination between Domtar and Paper Excellence, and a premium of approximately 44 percent to the 30-day volume-weighted average price as of May 3, 2021. 

The all-cash transaction represents an enterprise value of approximately $3 billion.

After the transaction closes, Paper Excellence, headquartered in British Columbia, said it intends to continue the operations of Domtar as a stand-alone business entity. As such, Domtar will continue to be led by its management team and Paper Excellence plans to retain its corporate and production locations.

Joe Ragan, global chief financial officer of Paper Excellence, said, “We are excited to add Domtar and its employees to the Paper Excellence global family. This marks a major step in our global strategy of identifying well-positioned assets and positioning them for growth. Domtar is a natural fit for our culture of operational excellence. We are enthusiastic about entering the American market as we continually improve Paper Excellence’s ability to serve its expanding blue-chip customer base.”

“This agreement enables our shareholders to realize certain and immediate cash value at a significant premium for their shares,” said John D. Williams, Domtar's president and chief executive officer. “This transaction validates our long-term strategic plan for our leading paper and pulp businesses, and for our continued expansion into packaging.”

The agreement has been unanimously approved by the Domtar board of directors. The transaction is expected to close in the second half of 2021, subject to Domtar shareholder approval, receipt of the required regulatory approvals and other customary closing conditions.

Responding to press speculation, Domtar had acknowledged May 4 its management had been in discussions with Paper Excellence about a potential business combination or acquisition.

At the time, Domtar said the discussion might or might not result in an agreement.  

Barclays is serving as exclusive financial advisor to Paper Excellence and Latham & Watkins, LLP, McMillan, LLP, Miller Titerle LLP, and Mehigan LLP, are serving as legal advisors to Paper Excellence.

Morgan Stanley & Co. LLC, is serving as exclusive financial advisor to Domtar and Debevoise & Plimpton LLP, and Osler, Hoskin & Harcourt, LLP, are serving as legal advisors to Domtar.