Domtar Closes Offering

Domtar Inc. closed, on December 23, 2002, a $300 million secondary offering of units so as to allow a wholly owned subsidiary of the Société générale de financement du Québec (SGF) to sell all of its shares in Domtar. Each unit consists of one common share of Domtar held by SGF and one warrant to purchase a common share of Domtar. The offering was made concurrently in Canada and the U.S. under the multijurisdictional disclosure system and was co-led by National Bank Financial Inc., CIBC World Markets Inc. and Merrill Lynch Canada Inc. RBC Capital Markets Inc. acted as financial advisor to Domtar in connection with the offering.

Domtar was represented in-house by Gilles Pharand, senior vice-president, corporate affairs, general counsel and secretary; and Razvan Theodoru, director, corporate, and assistant secretary. In Canada, Ogilvy Renault represented Domtar with a team that included Norman Steinberg, Clemens Mayr, Stephen Kelly, Catherine Mateu and Elliot Shapiro (corporate), Jules Charette and John Leopardi (tax), Jane Bogaty and Robert Borduas (banking) and Sophie Kilburn (linguistic services). In the U.S., Domtar was represented by Debevoise & Plimpton with a team that included Alan Paley, Peter Loughran, Stephen Baum, Charles Piroli, Shahm Al-Wir, Sean Wissman and Su Lian Lu (corporate) and Gary Friedman and Cecile Beurrier (tax).

In Canada, the underwriters were represented by Osler, Hoskin & Harcourt LLP with a team that included Ward Sellers, Christiane Jodoin, François Janson, Matthew Starnes, François Leblanc and Martine Trudeau (corporate), François Auger (tax) and Dominique Têtu (linguistic services). In the U.S., the underwriters were represented by Shearman & Sterling in Toronto with a team that included Brice Voran, Christopher Cummings, Ruchi Kaushal, Bob Nguyen and Brent Westrop.

SGF was represented in-house by Marc Paquet, vice-president, legal affairs and secretary, and by Fasken Martineau DuMoulin LLP with a team that included Daniel Picotte, Gilles Leclerc, Jocelyn Lafond and Benoit Morel (corporate), Gilles Carli (tax) and David Lemieux (banking).