-- Ottawa Citizen: Domtar swallows E.B. Eddy

Date: Wed, 17 Jun 1998 12:46:23 -0400 (EDT)
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[Weston & E.B. Eddy have been the targets of protests by members of the
Ontario Public Interest Research Group (OPIRG), since last January. 
E.B. Eddy and its subsidiaries use wood from wilderness areas such as
Temagami, Algoma Highlands, the Lower Spanish and Algonquin Park. - M.B.]

                           Wednesday 17 June 1998

                           Domtar swallows E.B. Eddy

Weston sheds subsidiary founded 145 years ago in Ottawa-Hull

   Kristin Goff
   The Ottawa Citizen

   Dennis Leung, The Ottawa Citizen / Domtar and E.B. Eddy: List of
   operations - Paper, Wood products, Market Pulp, Packaging

   Montreal-based Domtar Inc. plans to buy E.B. Eddy Ltd. in an
   $803-million deal that will create the largest producer of fine paper
   products in Canada.

   Eddy, which began operations in Ottawa-Hull 145 years ago, is a
   subsidiary of George Weston Ltd., which announced nearly a year ago
   that it wanted to shed its forestry product subsidiary to concentrate
   on its food merchandising business.

   Raymond Royer, Domtar president and chief executive, said yesterday
   the Eddy operations are "an ideal fit" for Domtar because they
   complement its paper and wood products operations with relatively
   little overlap.

   "We foresee significant synergies that will allow us to provide
   improved benefits for both our customers and our shareholders," said
   Mr. Royer. Improvements will come in a variety of areas, including
   purchasing, administration and distribution, he said.

   The acquisition will make Domtar the leading producer of fine papers,
   including coated papers for business and commercial use, in Canada and
   the seventh-largest in North America. The combined company will also
   be among the top five lumber producers in Canada.

   Domtar has 4,700 employees and had sales of about $1.9 billion last
   year. Eddy, with about 3,300 employees in North America, including 420
   in Ottawa-Hull, is one of Canada's largest speciality paper
   manufacturers. Its 87-year-old mill at Chaudiere Falls in the Ottawa
   River has undergone recent major changes that increased its
   efficiencies and profitability.

   Eddy, with sales of $956 million last year, has three paper mills, one
   pulp mill and five sawmills in Canada and a paper mill in the United
   States.

   Domtar initially plans to operate E.B. Eddy as a separate division but
   will work with Eddy officials to find ways to make the combined
   company "more efficient and productive," Mr. Royer said. He declined
   to speculate on layoffs.

   He told reporters that, based on past experience, the potential
   savings over the next year might be $30 million to $90 million for the
   merged company, which will have combined sales of almost $3 billion.

   Domtar said the purchase agreement includes $435 million in cash and
   $368 million in Domtar common shares to be issued to George Weston
   Ltd., giving Weston a 19-per-cent share ownership in Domtar. An
   additional provision includes a purchase price adjustment of as much
   as $120 million, payable in the event someone buys more than 50 per
   cent of Domtar's shares.

   Weston, the majority owner of the Loblaw supermarket chain, late last
   summer announced plans to spin off its Eddy subsidiary into a
   separate, widely held, public company. It suggested an initial public
   offering of shares would be worth as much as $1 billion. The IPO was
   shelved in November, partly because forestry product share prices were
   hard hit by Asian financial problems. By early May, shortly before the
   latest market slide began, Weston said it planned to revive its public
   offering this spring. But it never happened.

   Ross Stairs, manager of E.B. Eddy's Ottawa-Hull plant, said he was
   "surprised" by the Domtar takeover, but he characterized it as a good
   deal.

   "Domtar is a company that's been around for a long time," Mr. Stairs
   said. "It is considered to be a good company in the industry and we
   think we can do very well with Domtar."

   He said there might be "some small overlap" in certain speciality
   paper products Eddy produces at its Ottawa-Hull mill and which Domtar
   produces at its St. Catharines and Cornwall mills. No plants are
   expected to be closed, he said, and for the most part, the operations
   produce for different markets.

   Analysts agreed.

   "I don't expect any large layoffs," said Herve Carreau, a forestry
   analyst with CIBC Wood Gundy in Montreal. "These businesses are
   complementary and, to my knowledge, E.B. Eddy has quite efficient
   operations. So I don't see any need for cost-cutting."

   The deal could benefit Eddy by making it part of a stronger
   organization, with greater ability to tackle markets and fund
   expansion, he said.

   "They will probably have more opportunity than if they went the IPO
   route."

   Weston had hoped for $1 billion from a public offering, but the $803
   million it got "is in the ballpark" for current conditions, said
   William Chisholm of Deacon Capital in Toronto. Problems in Asian
   economies have created soft markets for lumber and forestry products
   and share prices have been on a slide.

   "The fundamentals of the forestry products are not that good," he
   said.

   Trading in shares of both companies on the Toronto Stock Exchange was
   halted before the announcement. Before the halt, Weston shares rose $1
   to $54, their highest level in three months. Domtar fell 20 cents to
   $10.30.

   The deal, which is subject to regulatory approval, could be finalized
   within 60 days, Mr. Royer said.

---
OPIRG-Carleton Forestry Working Group
326 Unicentre, Carleton University, 1125 Colonel By Drive,
Ottawa, Ontario K1S 5B6 Canada

+1 613 520-2757 (tel), +1 613 520-3989 (fax), opirg@carleton.ca (internet)

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