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Weyerhaeuser closes transaction to separate its homebuilding business

FEDERAL WAY, Washington – Weyerhaeuser Company announced on Monday the successful closing of the previously announced "Reverse Morris Trust" transaction, pursuant to which a wholly owned subsidiary of TRI Pointe Homes, Inc. merged with and into Weyerhaeuser Real Estate Company (WRECO), Weyerhaeuser's homebuilding business and an indirect wholly owned subsidiary, with WRECO surviving the merger and becoming a wholly owned subsidiary of TRI Pointe.

The closing of the merger followed the expiration of the related exchange offer and the satisfaction of certain other conditions.

"The separation of WRECO focuses Weyerhaeuser on its forest products businesses while significantly enhancing shareholder value," said Doyle Simons, president and chief executive officer. "As a result of this transaction, we have received approximately $700 million in cash proceeds and retired over $1.9 billion worth of the company's shares.  The combination of WRECO with TRI Pointe will create a powerful stand-alone homebuilder with significant long-term potential for growth."

The final exchange ratio for the exchange offer was set at 1.7003 common shares of WRECO for each Weyerhaeuser common share. In the merger, each WRECO common share was automatically converted into the right to receive 1.297 shares of TRI Pointe common stock. As a result, Weyerhaeuser shareholders who tendered their Weyerhaeuser common shares as part of the exchange offer will receive approximately 2.2053 shares of TRI Pointe common stock for each Weyerhaeuser common share exchanged and accepted by Weyerhaeuser.

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