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Weyerhaeuser Announces Intention to Split-Off Weyerhaeuser Real Estate Company

May 12, 2014

联邦方式,洗。,May 12, 2014/PRNewswire/ - Weyerhaeuser公司董事会(纽约证券交易所)(纽约证券交易所))今天宣布,它宣布通过韦伊特赫荷尔房地产公司(WEYEROUSER房地产公司(WEYERHAEUSER)的间接全资附属公司的所有已发行和杰出股份分发的分歧交易。拆分与此前宣布的“反向莫里斯信托信托”交易有关,依据Tri Pointe Homes,Inc。(纽约证券交易所:TPH)的全资子公司将与Wreco合并,Wreco幸存于合并成为三角形的全资子公司。

Weyerhaeuser Company logo.

The exchange is expected to be tax-free to participating Weyerhaeuser shareholders for U.S. federal income tax purposes. The commencement of the exchange offer will be announced at a later date, at which time the full terms of such exchange will be disclosed. The transaction is expected to close following the expiration date of the exchange offer. The transaction is subject to customary closing conditions, including TRI Pointe shareholder approval.

在这个分裂的交易中,韦伊尔霍赫股份股东将有选择为Wreco公共股份交换一些或全部韦伊特赫卡尔普通股,这将立即转换为在交易完善时收到三角股份股份的权利。。由于交易所报价,Weyerhaeuser的出色股份的数量将减少。

将提供所有100,000,000份发布和未偿还的Wreco普通股(将转换为获得129,700,000股的Tri Pointe股票的新发行股份),以便在特定情况下进行调整,以换取韦伊赫时代的普通股。如果优惠过度认购,则交易所优惠将受到奖金,惠尔赫时分人在交易所报价中接受的股票数量可能少于招标的股份数量。

如果交易所优惠是完全但没有完全订阅,那么Weyerhaeuser拥有的额外Wreco常见股份将作为韦伊特赫股股东的Pro Rata股息分发。

关于Weyerhaeuser
Weyerhaeuser公司,aWashingtoncorporation, is one of the world's largest private owners of timberlands. Weyerhaeuser owns or controls nearly seven million acres of timberlands, primarily in the U.S., and manages another 13.9 million acres under long-term licenses in加拿大。它管理这些林地可持续英航sis in compliance with internationally recognized forestry standards. Weyerhaeuser is also one of the largest manufacturers of wood and specialty cellulose fibers products, and through WRECO it develops real estate, primarily as a builder of single-family homes. Weyerhaeuser is a real estate investment trust. Its business segments are timberlands (which includes logs, chips and timber), wood products (which includes softwood lumber, plywood, veneer, oriented strand board, hardwood lumber, engineered lumber, raw materials and building materials distribution), cellulose fibers (which includes fluff pulp, liquid packaging board and paper products) and real estate. Weyerhaeuser generated revenues of$2.0 billionduring the three months endedMarch 31, 2014and85亿美元during the year endedDecember 31, 2013。Weyerhaeuser is listed on the Dow Jones World Sustainability Index, and the company's common stock trades on the New York Stock Exchange under the symbol WY.

前瞻性陈述
This communication contains forward-looking statements concerning Weyerhaeuser Company ("Weyerhaeuser") and TRI Pointe Homes, Inc. ("TRI Pointe"). These statements are based on various assumptions and the current expectations of the management of Weyerhaeuser and TRI Pointe, and may not be accurate because of risks and uncertainties surrounding these assumptions and expectations. Factors listed below, as well as other factors, may cause actual results to differ significantly from these forward-looking statements. There is no guarantee that any of the events anticipated by these forward-looking statements will occur. If any of the events occur, there is no guarantee what effect they will have on the operations or financial condition of Weyerhaeuser or TRI Pointe. Forward-looking statements included herein are made as of the date hereof, and Weyerhaeuser and TRI Pointe undertake no obligation to publicly update or revise any forward-looking statement unless required to do so by the federal securities laws.

Some forward-looking statements discuss Weyerhaeuser's and TRI Pointe's plans, strategies and intentions. They use words such as "expects," "may," "will," "believes," "should," "would," "could," "approximately," "anticipates," "estimates," "targets," "intends," "likely," "projects," "positioned," "strategy," "future," and "plans." In addition, these words may use the positive or negative or other variations of those terms. Forward-looking statements in this document include statements regarding the expected effects on Weyerhaeuser, Weyerhaeuser Real Estate Company ("WRECO") and TRI Pointe of the proposed distribution of WRECO to Weyerhaeuser's shareholders and combination of WRECO with a subsidiary of TRI Pointe (the "Transaction"), the anticipated timing and benefits of the Transaction and whether the Transaction will be tax-free for Weyerhaeuser and its shareholders for U.S. federal income tax purposes. Forward-looking statements also include all other statements in this document that are not historical facts.

These statements are based on the current expectations of the management of Weyerhaeuser and TRI Pointe (as the case may be) and are subject to uncertainty and to changes in circumstances. Major risks, uncertainties and assumptions include, but are not limited to: the satisfaction of the conditions to the Transaction and other risks related to the completion of the Transaction and actions related thereto; Weyerhaeuser's and TRI Pointe's ability to complete the Transaction on the anticipated terms and schedule, including the ability to obtain shareholder and regulatory approvals and the anticipated tax treatment of the Transaction and related transactions; risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financial condition, losses and future prospects; TRI Pointe's ability to integrate WRECO successfully after the closing of the Transaction and to achieve anticipated synergies; the risk that disruptions from the Transaction will harm Weyerhaeuser's or TRI Pointe's businesses; the effect of general economic conditions, including employment rates, housing starts, interest rate levels, availability of financing for home mortgages, and the strength of the U.S. dollar; and other factors described under "Risk Factors" in each of Weyerhaeuser's and TRI Pointe's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.'

Additional Information and Where to Find It
In connection with the proposed "Reverse Morris Trust" transaction between TRI Pointe and Weyerhaeuser, pursuant to which WRECO (with certain exclusions) will be combined with TRI Pointe, TRI Pointe has filed a registration statement on Form S-4 (No. 333-193248) with the Securities and Exchange Commission ("SEC"), which includes a prospectus. TRI Pointe has also filed a preliminary proxy statement which will be sent to the TRI Pointe shareholders in connection with their vote required in connection with the transaction. In addition, WRECO has filed a registration statement on Forms S-4 and S-1 (No. 333-193251) in connection with its separation from Weyerhaeuser. The parties expect that additional amendments to the proxy statement and registration statements will be filed with the SEC prior to commencement of the exchange offer.Investors and security holders are urged to read the proxy statement and registration statement/prospectus and any other relevant documents, because they contain important information about TRI Pointe, the real estate business of Weyerhaeuser and the proposed transaction.The proxy statement and registration statement/prospectus and any amendments and other documents relating to the proposed transaction can be obtained free of charge from the SEC's website atwww.sec.gov。这些文件也可以免费获得Weyerhaeuser在向Weyerhaeuser公司的书面要求购买33663 Weyerhaeuser Way South,Federal Way, Washington98003, Attention: Investor Relations, or by calling (800) 561-4405, or from TRI Pointe upon written request to TRI Pointe Homes, Inc., 19520 Jamboree Road,Irvine, California92612, Attention: Investor Relations, or by calling (949) 478-8696.

Pre-Commencement Written Communications
In connection with the proposed exchange offer for the split-off of the common shares of Weyerhaeuser Real Estate Company, Weyerhaeuser will file a tender offer statement with the SEC. Investors and security holders are urged to read the tender offer statement when it becomes available, because it will contain important information. Investors and security holders may obtain a free copy of the tender offer statement (when it is available) and other documents filed by Weyerhaeuser with the SEC on the SEC's website atwww.sec.gov。The tender offer statement and these other documents may also be obtained free of charge, when they become available, from Weyerhaeuser upon written request to Weyerhaeuser Company, 33663 Weyerhaeuser Way South,Federal Way, Washington98003, Attention: Investor Relations, or by calling (800) 561-4405.

Participants in the Solicitation
这种沟通不是prox征集y from any security holder of TRI Pointe or Weyerhaeuser. However, Weyerhaeuser, TRI Pointe and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from TRI Pointe's shareholders in connection with the proposed transaction. Information about the Weyerhaeuser's directors and executive officers may be found in its Annual Report on Form 10-K for the year endedDecember 31, 2013, filed with the SEC onFebruary 18, 2014以及与SEC提交的股东2014年年度会议有关的明确代表陈述February 25, 2014。有关Tri Pointe的董事和执行官的信息,可以在其年度截止日内的10-k / A的年度报告中找到December 31, 2013, filed with the SEC onApril 30, 2014。这些文件可以从上面所示的来源免费获得。关于这些参与者的直接和间接利息,无论是担保持股或其他方式,将纳入注册声明/招股说明书,代理陈述和其他相关资料,以便在可用时向秒提交。

For more information contact:
Media –安东尼查韦斯,253-924-7148
分析师Kathryn McAuley,253-924-2058

商标 -http://phonewire.com/prnh/20120111/aq34535logo.

来源Weyerhaeuser公司

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