Domtar Corporation

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Domtar Corporation

395 de Maisonneuve Boulevard West
Montreal, Quebec H3A 1L6
Canada
Telephone: (514) 848-5400
Toll Free: (800) 267-2040
Fax: (514) 848-6878
Web site: http://www.domtar.com

Public Company
Founded: 1903 as Dominion Tar and Chemical Company Limited
Employees: 14,000
Sales: CAD 3.99 billion ($3.42 billion) (2006)
Stock Exchanges: Toronto New York
Ticker Symbol: UFS
NAIC: 322110 Pulp Mills; 322121 Paper (Except Newsprint) Mills; 422110 Printing and Writing Paper Wholesalers

EARLY 20TH-CENTURY ORIGINS

ENTRÉE INTO THE PAPER INDUSTRY

EMERGENCE OF DOMTAR

TAKEOVER BIDS

STRUGGLES

1997–2001: SERIES OF TRANSFORMATIVE DEALS

2007: CREATION OF “NEW” DOMTAR VIA MERGER WITH WEYERHAEUSER UNIT

PRINCIPAL SUBSIDIARIES

PRINCIPAL OPERATING UNITS

PRINCIPAL COMPETITORS

EARLY 20TH-CENTURY ORIGINS

Originally an English company, Dominion Tar got its start in 1903 with the construction of a coal tar distillation plant in the Canadian province of Nova Scotia in the town of Sydney (now part of Cape Breton). Coal tar distillation is the process whereby a range of valuable chemicals is distilled from tar, which itself is obtained by a preliminary heating and distillation of coal. The resulting commercial byproducts can be divided into three categories, those being hydrocarbons, such as benzene and naphthalene; acids, such as phenol and the creosols; and bases, such as aniline, which provide a variety of dyes. In addition, the pitch residue of coal tar distillation is useful in the construction of roads, an application first made only a few years before the founding of Dominion Tar in 1903. At that time, the commercially valuable properties of coal tar were just beginning to be explored, but as Canada’s economy rapidly industrialized the Dominion Tar plant turned out an increasing number of products, and the company grew quickly. By 1914 the company had established its headquarters in Montreal.

World War I culminated a period of great prosperity for Canada and Dominion Tar. The ensuing slump was fortunately brief, and by the mid-1920s industrial activity was again strong. Dominion Tar’s sales increased accordingly. The widespread growth of automobile traffic required the construction of secure, all-weather roadways, boosting Dominion Tar revenue from the sale of pitch; while the coal tar distillates continued to find an increasing number of applications in the chemical, textile, and steel industries. The relatively new field of pharmaceuticals also derived a variety of compounds from coal tar, as did the even more recent science of plastics. As a sign of its vigorous growth in these many areas, and in order to raise capital for further expansion, in 1929 Dominion Tar was incorporated as a Canadian company and shortly thereafter offered its shares for public sale on the Montreal and Toronto stock exchanges.

The year 1929 was perhaps not the ideal year in which to have incorporated. The October crash of the Montreal and Toronto stock markets, along with virtually every other in the world, precipitated ten years of depression in Canada. Dominion Tar weathered the storm with considerable success, although failing to pay a stock dividend as regularly as its leaders might have wished. Because of the wide variety of industries for which it manufactured goods, Dominion Tar was able to maintain a minimum amount of business during even the leanest years, and after enduring a series of enforced layoffs and cuts in capital spending, emerged as a stronger, more efficient company by the end of the decade. The company also diversified into salt via a 1937 investment in Industrial Minerals, an Alberta firm producing salt under the Sifto brand. Soon after the end of the Great Depression, Canada joined the Allies in World War II, and the Canadian economy tooled up for what would become a 30-year boom.

ENTRÉE INTO THE PAPER INDUSTRY

The 1950s were not only a period of sustained growth at Dominion Tar, but also marked the beginning of the company’s expansion into the paper and construction businesses. With its enormous forest lands, Canada had become the world leader in the manufacture of paper products, in particular supplying the United States with a good portion of its paper needs. By the mid-1950s Dominion Tar had studied closely the growing worldwide paper market and, flush with cash after a series of excellent years, in 1957 acquired 33 percent of Howard Smith Paper Mills Limited, with major mills at both Cornwall, Ontario, and Windsor, Quebec. Howard Smith was a maker of fine paper for printing and writing purposes and of kraft paper for applications requiring strength. Dominion Tar’s entry into the paper business, though limited, was viewed by most observers as somewhat unorthodox and many doubted that such a combination would prove manageable. The DominionTar picture was complicated further the following year when it purchased an interest in Gypsum, Lime, AlabastineCanada Limited, makers of gypsum wallboard for the construction industry. The company was stretched across the three distinctly different businesses of chemicals, paper, and construction materials; but the financial results were excellent, encouraging the even bolder moves soon to follow. Over the course of the 1950s, Dominion Tar saw its annual sales skyrocket from CAD 33 million to CAD 325 million, while net profits surged from less than CAD 2.25 million to nearly CAD 19 million.

COMPANY PERSPECTIVES

Our goal is to be recognized as the supplier of choice of branded and private branded fine paper products for customers located throughout North America. To attain our objective, we intend to: Successfully integrate the combined businesses and optimize paper production and services to deliver significant synergies. Conduct an in-depth review of assets and product overlap to identify additional areas of value creation. Conduct our operations in an efficient and sustainable way. Maintain our strategy of product differentiation with initiatives such as our EarthChoice papers. Maintain financial discipline to create shareholder value.

At the close of the 1950s, Dominion Tar was faced with a fundamental and recurring question about the direction of its future growth, a question it would answer differently during the following 30 years of its history. As President Wilfred Hall expressed it in 1964, in Canada as elsewhere businesses could not afford to remain small, yet Canada was unusual in the limited size of its internal markets. Dominion Tar would therefore either have to concentrate exclusively on one of its businesses and expand internationally, or remain a fundamentally Canadian concern and diversify its interest across a number of industrial boundaries. In 1960 Hall and his advisers at Dominion Tar chose the latter down its holdings. Accordingly, in 1961, Hall announced a complex multiple-merger involving Dominion Tar; the remaining shares of Howard Smith Paper; a maker of newsprint, St. Lawrence Corporation Limited; and Hinde ‖ Dauch Limited, manufacturer of corrugated containers and merchandising displays. The result was an early example of the conglomerate, one of Canada’s ten largest companies with sales approaching CAD 400 million and some 18,000 employees at over 270 facilities across the length of Canada. By any measure it was a complex and somewhat ungainly mixture of diverse businesses, and its sorting out and eventual coordination would take the better part of the decade to finish. Many industry analysts doubted that it would ever happen.

EMERGENCE OF DOMTAR

The newly reformed Dominion Tar and Chemical Company consisted of six operating groups, each of these in turn broken down into many divisions. Domtar Chemical represented the company’s original interests in coal tar byproducts such as creosols, dyes, and pitch, as well as acquisitions in salt mining and lime; Domtar Construction Materials handled wallboard products and a growing business in wood laminates for use in home furnishings; the pulp and paper products were split among three groups; and Domtar even entered the consumer products market via the Javex Company, maker of various cleaning agents. Within a few years the company had added the beginnings of an overseas presence: paper and plastics in the United Kingdom, bleach in the West Indies, and lime in Washington state. More substantial was the 1963 purchase of a 49 percent interest in Cellulosa d’Italia, an Italian paper company. Dominion Tar’s focus, however, remained firmly on Canada and the United States, and from the beginning it proved remarkably adept at melding its diverse interests into a coherent whole. The various divisions did quite a bit of business with each other, allowing the company to keep product runs at their maximum and most efficient lengths while saving money on marketing expenses. Perhaps most impressive was Domtar Inc.’s- the name was officially changed in 1965-smooth absorption of its new paper businesses, which were soon providing more than 50 percent of corporate sales. In the space of a few years, Domtar had transformed itself from a medium-sized company into a huge conglomerate, best described as a pulp and paper manufacturer.

KEY DATES

1903:: Dominion Tar and Chemical Company Limited is established in England and builds a coal tar distillation plant in Sydney, Nova Scotia.
1914:: Headquarters are set up in Montreal.
1929:: Dominion Tar is incorporated as a Canadian company and also goes public.
1957:: Company enters the paper industry via the purchase of a stake in Howard Smith Paper Mills Limited.
1961:: Dominion Tar acquires the remaining shares of Howard Smith Paper, along with newsprint maker St. Lawrence Corporation Limited and Hinde ‖ Dauch Limited, a producer of corrugated containers.
1965:: Company changes its name to Domtar Inc.
1977:: Revenues reach CAD 1 billion.
1989:: Domtar divests its chemical businesses, exiting from its founding sector.
1996:: Gypsum products division is divested.
1997:: Domtar merges its packaging division with the containerboard operations of Cascades Inc. to create the 50-50 joint venture Norampac Inc.
1998:: E.B. Eddy Ltd. is acquired from George Weston Limited in a CAD 883 million deal.
2001:: Domtar acquires four integrated pulp and paper mills in the United States from Georgia-Pacific Corporation for CAD 2.53 billion.
2006:: Company sells its 50 percent stake in Norampac to Cascades.
2007:: Domtar merges with the fine paper division of Weyerhaeuser Company, creating a new entity called Domtar Corporation; agreement is reached on the divestment of Domtar’s forest products business.

By the time T. N. Beaupre had replaced Hall as president in 1967, the new Domtar had taken shape. Beaupre simplified the company’s structure by grouping its divisions into chemicals, construction, and pulp and paper units; and he sold the consumer products division to Bristol-Myers for $37 million, recognizing that his company could not compete with the other, larger marketers of consumer goods. Domtar was Canada’s leading producer of fine papers, with more than 500 different grades in production; but its success in paper brought with it a long series of bitter disputes with organized labor, traditionally strong in the paper industries and hungry for a larger share of the profits generated by the robust economy of the late 1960s. Domtar rarely enjoyed a year without either a strike, the threat of a strike, or the need to negotiate important and hard-fought contracts with labor, all of which tended to complicate every aspect of its business planning.

After a number of excellent years at Domtar and in Canada generally, the bottom dropped out of the world economy in 1973 when the Organization of Petroleum Exporting Countries (OPEC) succeeded in quadrupling the price of oil. In the ensuing recession of 1974-76, the downturn in Domtar’s pulp and paper business was so severe that the company thought seriously of getting out of the industry altogether. Canada’s share of the world market had shrunk to 19 percent, from 25 percent in 1961, and the prosperous 1960s had saddled Domtar with high labor costs at a time of shrinking sales and margins. New President Alex D. Hamilton adopted a conservative policy of closing marginally profitable mills while looking for further investments in construction, preferably in the United States. In 1978 Domtar satisfied both of those goals with its CAD 35 million purchase of Kaiser Cement’s California wallboard facilities, which would also help to balance the flow of Canadian and U.S. dollars at Domtar, a company increasingly dependent on exports to the United States. Industry analysts described the move as typical of Domtar’s tendency toward a conservative policy; the purchase was made a little late and at rather too high a price, but it was basically sound.

TAKEOVER BIDS

It was at about this time that Domtar became involved in a lengthy series of takeover bids. When the Argus Corporation, for many years owner of about 20 percent of Domtar’s stock, decided to sell its Domtar holdings they were quickly snapped up by MacMillan Bloedel, a west-coast paper competitor of Domtar’s. MacMillan then made an offer for Domtar’s remaining shares, which elicited a counteroffer by Domtar for all of Mac-Millan’s stock. At that point Canadian Pacific, a third paper company, also made a bid for MacMillan, prompting the premier of British Columbia to decree that MacMillan could not be purchased by any company outside the province. Chastened, MacMillan sold its 20 percent of Domtar to an agency of Quebec provincial government, the Caisse de dépot et placement du Québec, entrusted with the investment of pension funds. A short time afterward, a second Quebec agency, the Société générale de financement du Québec also acquired a piece of Domtar, and by August 1981 the Quebec government thus controlled more than 40 percent of the company’s stock. Under new President and CEO James H. Smith the company quickly underwent a thorough restructuring of its board of directors, which, together with the Quebec government’s stock control, led to concern among English-speaking Canadian businessmen that Domtar would become an appendage of the French-speaking Quebec government. The issue came to a head when Domtar asked the Canadian government for help in funding the CAD 1 billion rehabilitation of its massive paper mill at Windsor, Quebec. The request was denied, fueling the conviction of Quebecois separatists that their province would never receive fair treatment at the hands of the Canadian government. As it turned out, Domtar went ahead with the work at the Windsor mill, creating a world-class fine-paper facility, while the Quebec government tried unsuccessfully to sell off the 46 percent of Domtar stock it still held.

In the meantime, Domtar sales had passed the CAD 1 billion mark in 1977 and leaped to CAD 1.7 billion in 1981. During this period, in 1979, Domtar acquired Reed Limited, which operated three corrugated container plants, a linerboard mill, and a wastepaper recycling plant, all in the Toronto area. The severe recession of the early 1980s forced the company into a belttightening strategy and led to its request for federal aid on the big Windsor mill project, but in general the decade was good to Domtar. The company was again faced with the question of how best to expand beyond its already considerable size, and this time President Smith and his board of directors decided to concentrate on a fewer number of global products. In essence, that meant the end of Domtar’s chemical businesses, which had long been dwarfed by the company’s paper and construction interests, and by 1989 the chemical assets had been sold for about CAD 100 million. In addition, Domtar had pulled back from its overseas manufacturing ventures earlier in the decade, shutting down its U.K. fine paper mill to concentrate on North America. On the other hand, in 1987 Domtar paid $241 million for Genstar Gypsum Products Company’s family of wallboard plants in the United States, strengthening its construction division, and by 1989 the CAD 1 billion Windsor plant was onstream, producing over one-half of the company’s fine paper products.

With its chemical division gone, Domtar ended the 1980s as primarily a pulp and paper products and a construction products company, those divisions contributing CAD 1.3 billion and CAD 721 million, respectively, to the 1989 corporate sales total of CAD 2.5 billion. The remainder was generated by a packaging division that had been split off from pulp and paper although the bulk of its products were paper-based. Domtar had also become much involved in the recycling of its products, both paper and gypsum, in anticipation of a long stay among the elite of Canada’s forest products companies.

STRUGGLES

Domtar struggled mightily in the early 1990s as the paper industry suffered its worst cyclical slump in 50 years. The red ink began in 1990 when the company recorded a net loss of CAD 294 million after taking pretax special charges of CAD 334 million to write down the value of nearly everything it owned and to implement a restructuring that entailed a workforce reduction of 1,300. The company also suspended its quarterly dividend and changed chief executives during 1990. Brought onboard to guide the company through this difficult period was Pierre Desjardins, the former president of Labatt Breweries of Canada.

At one point close to bankruptcy, Domtar stabilized its finances in 1991 by increasing its borrowing capacity by CAD 1 billion. As the company continued to operate at a loss, a number of cost-cutting measures were enacted, some mills were shut down, and various restructurings were carried out. In 1993 the company restructured its sawmills, forestry services, and logging operations in eastern Canada and the United States into a separate forest products division. The following year Domtar spun off two paper mills and two sawmills in Quebec from its groundwood printing papers division into a new publicly traded company called Alliance Forest Products Inc. Later in 1994 Domtar announced plans for another spinoff, this one involving its gypsum, wallboard, and decorative panels business, but adverse market conditions forced Domtar to place these plans on hold. Ironically, as Domtar was returning to profitability in the second half of 1994, the board of directors ousted both Desjardins and the company chairman, apparently because of differences in management style. The board named Stephen Larson president and chief operating officer. Larson had until only a few months previous headed Domtar’s pulp and paper group but had resigned after clashing with Desjardins.

Domtar’s return to a healthier state was readily apparent by March 1995, when the company revealed plans to pump CAD 245 million into its pulp mill in Lebel-sur-Quévillon, Quebec. The investment was made to improve the quality of the products the mill churned out, enhance compliance with environmental standards, and boost capacity. Overall results in 1995 were stellar: record profits of CAD 301 million on sales of CAD 2.8 billion, a 31 percent increase over the preceding year. During the year, Domtar placed its gypsum products and decorative panels divisions on the auction block as part of a plan to concentrate on pulp, paper, lumber, and packaging. The gypsum unit was subsequently sold to Georgia-Pacific Corporation in early 1996 for $350 million, while the decorative panels business was acquired several months later by the private-equity firm Genstar Partners for $94 million. In between the conclusions of these deals, Larson left Domtar to become president and CEO of another Montreal-based forest products company, Repap Enterprises Inc. In September 1996 Raymond Royer was named president and CEO. Royer had recently resigned from his position as president and COO of Bombardier Inc., a Montreal-based manufacturer of transportation equipment.

1997–2001: SERIES OF TRANSFORMATIVE DEALS

It was under Royer’s stewardship that Domtar would narrow its focus to fine papers and become a giant in that sector. With a mandate from the board of directors to expand the company, Royer almost immediately began scouting out acquisition targets, searching for a major deal that would provide the company with the mass it needed to compete in the rapidly consolidating forest products industry of North America. In 1997 and 1998 he was thwarted in two separate attempts to take over newsprint giant Avenor Inc. In the meantime, in December 1997, Royer engineered a merger of his company’s packaging division with the containerboard operations of Cascades Inc. to create the 50-50 joint venture Norampac Inc. As part of this deal, Domtar received CAD 300 million in cash, one-third of which was used to reduce bank debt. The other two-thirds went toward Royer’s first major acquisition, completed in July 1998. Domtar acquired E.B. Eddy Ltd. from George Weston Limited for CAD 440 million in cash, CAD 368 million in stock, and CAD 75 million in assumed debt. Ottawa-based E.B. Eddy operated three paper mills, one pulp mill, and five sawmills in Canada as well as one paper mill in the United States, and reported 1997 revenues of CAD 955.9 million. Via this deal, Domtar became Canada’s leading manufacturer of fine papers and the seventh largest in North America, and the company boosted its position in specialty and technical paper as well as in lumber making.

Domtar ended the 1990s with net sales of CAD 3.08 billion, an increase of 31 percent over the previous year. Net earnings for 1999 totaled CAD 163 million, more than double the previous year’s total of CAD 74 million. In July 2000 the company augmented the paper merchanting business it had built in Canada by acquiring Ris Paper Company, Inc., in a deal valued at CAD 133 million. Based in Florence, Kentucky, Ris was one of the largest merchants of commercial printing and business papers in the United States. Its 19 distribution branches helped it generate $600 million in sales in 1999. Next, Domtar completed its most significant acquisition to date, purchasing four integrated pulp and paper mills in the United States from Georgia-Pacific for CAD 2.53 billion ($1.65 billion). This August 2001 transaction provided Domtar with the critical mass it was seeking in the area of uncoated freesheet paper as it doubled the company’s annual paper production capacity to around 2.7 million tons. The addition of the mills in Ashdown, Arkansas; Nekoosa and Port Edwards, Wisconsin; and Woodland, Maine, propelled Domtar into the number three spot in fine paper in North America and number four in the world. Both the Ris and Georgia-Pacific deals helped fulfill another of Royer’s goals, that of bolstering Domtar’s position south of the border. About 75 percent of revenues were generated in the United States, compared to the 50 percent figure for 1996.

These acquisitions helped boost Domtar’s revenues to CAD 5.49 billion by 2002. That year, Domtar became the first North American paper company to earn approval from the Forest Stewardship Council for its environmentally responsible stewardship of its entire operations, from the forest floor to finished product. The company’s commitment to the green movement continued in 2006 with the launch of the Domtar EarthChoice line of environmentally friendly papers.

In the meantime, in June 2003, Domtar and Tembec Inc. announced plans to combine their timber and softwood-lumber operations into a joint venture, but the deal fell apart later in the year when the two sides were unable to agree on the final terms. Over the next few years, Domtar entered a new period of struggles as weakness in the paper market coupled with intense competition, increased costs, and a rising Canadian dollar slashed sales and sapped profits. The company began rationalizing its production facilities, with the heaviest burden falling on the Canadian mills. In 2006 Domtar shut down its pulp and paper mill in Cornwall, Ontario, and its Ottawa paper mill and sold its paper mill in Vancouver. Overall, 40 percent of Domtar’s Canadian paper-making capacity was eliminated, and about 1,800 employees lost their jobs. Restructuring charges of CAD 402 million taken in 2005 resulted in a net loss for that year of CAD 388 million. Revenue for the year totaled CAD 4.25 billion.

2007: CREATION OF “NEW” DOMTAR VIA MERGER WITH WEYERHAEUSER UNIT

Domtar’s transformation into a fine papers giant culminated with a series of major transactions carried out in 2006 and 2007. In a deal announced in August 2006 and completed in March 2007, Domtar merged with the fine paper division of Weyerhaeuser Company. The Weyerhaeuser unit was spun off to that company’s shareholders and then merged with Domtar to create a new entity called Domtar Corporation, which was incorporated in Delaware. Despite the place of incorporation and the establishment of operational headquarters in Fort Mill, South Carolina, Domtar remained a Canadian company with its head office still in Montreal. Royer continued as president and CEO, while a Weyerhaeuser executive, Marvin D. Cooper, began working from the South Carolina base as Domtar’s executive vice-president and chief operating officer. As the transaction was structured, shareholders of Weyerhaeuser ended up with 55 percent of the shares in the new Domtar, while shareholders of the old Domtar gained the remaining 45 percent; Weyerhaeuser itself held no shares in Domtar Corporation.

The merger made Domtar the largest producer of fine paper in North America and the second largest in the world. The company had gained “world-class,” low-cost paper mills from Weyerhaeuser located in Marlboro, South Carolina; Hawesville, Kentucky; Johnson-burg, Pennsylvania; and Kingsport, Tennessee. Overall capacity for Domtar’s 15 pulp and paper mills grew to nearly five million tons of uncoated freesheet paper, and the firm ranked as one of North America’s largest producers of paper-grade pulp. Synergies from the deal were expected to generate cost savings of CAD 200 million within two years, though no mill closings were in the immediate offing.

To assist with the financing of the merger with the Weyerhaeuser unit, Domtar in December 2006 sold its 50 percent stake in Norampac to Cascades for CAD 560 million in cash. Taking another step toward becoming a pure pulp-and-paper company, Domtar in June 2007 announced that it had reached an agreement to sell the bulk of its forest products business to the newly formed Conifex Inc. for approximately CAD 285 million. The company’s sawmills in Saskatchewan were not included in the deal. If completed, this divestment would enable Domtar to concentrate even closer on its core fine paper operations.

Jonathan Martin
Updated, David E. Salamie