Tembec Obtains Interim Order and Mails Meeting Materials for Plan of Arrangement in Connection with its Acquisition by Rayonier Advanced Materials
MONTREAL, Quebec, July 5, 2017 — Tembec Inc. (TSX: TMB) (“Tembec” or the “Company”) announces that it has obtained an interim order (the "Interim Order") from the Superior Court of Québec (the “Court”) authorizing, among other things, the holding of a special meeting (the “Meeting”) of the holders of common shares of Tembec (the “Shareholders”) to approve the previously announced proposed statutory arrangement under Section 192 of the Canada Business Corporations Act (the “Transaction”) involving the acquisition by Rayonier Advanced Materials Inc. (“Rayonier AM”) of all of the outstanding shares of Tembec (the “Tembec Shares”).
Tembec has mailed the notice of meeting and the management information circular and related materials (the "Meeting Materials") to the Shareholders. The Meeting Materials are also available under Tembec’s profile on SEDAR at www.sedar.com. The record date for determining the Shareholders entitled to receive notice and vote at the Meeting is June 19, 2017. The Meeting is scheduled to be held at 10:00 a.m. (Eastern time) on July 27, 2017 on the 41st Floor – Rooms Mont-Royal 1 and 2, at the offices of Stikeman Elliott LLP located at 1155 René-Lévesque Blvd. West in Montréal, Québec.
If the Transaction is approved by the Shareholders at the Meeting, the Company will attend a hearing before the Court scheduled for August 7, 2017 to ask the Court to grant a final order in respect of the Transaction. Subject to obtaining the approvals of the Shareholders and the Court and other necessary approvals and clearances, as well as the satisfaction or waiver of the conditions to the Transaction, it is expected that the Transaction will be completed by the end of 2017.
Tembec is a manufacturer of forest products – lumber, paper, and high purity cellulose – and a global leader in sustainable forest management practices. Principal operations are in Canada and France. Tembec has approximately 3,000 employees and annual sales of approximately C$1.5 billion. Tembec is listed on the Toronto Stock Exchange (TMB). More information is available at www.tembec.com.
This document contains statements that are forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, but are not limited to: the timing of the closing of the Transaction; whether the Transaction will be consummated at all and the ability to obtain required regulatory approvals and satisfy the other conditions to closing the Transaction; the expected benefits of the Transaction and whether such benefits will be achieved on a timely basis or at all; the ability of Tembec and Rayonier AM to successfully integrate their respective businesses; prolonged weakness in general economic conditions; unfavorable weather conditions or natural disasters; reliance on government permits or approvals; risks related to federal, state, local and foreign government laws, rules and regulations; risks related to the reliance on information technology; manufacturing issues that may arise; adverse consequences of current or future legal claims; ability to hire and retain a sufficient seasonal workforce; risks related to workforce, including increased labor costs; loss of key personnel; fluctuations in foreign currency exchange rates; impairments or write downs of assets; changes in accounting estimates and judgments, accounting principles, policies or guidelines; material adverse changes in financial condition; and other risks detailed in Rayonier AM’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” section of Rayonier AM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and in Tembec’s filings with the Canadian Securities Administrators, including the “Risk Factors” section of Tembec’s Annual Information Form for the fiscal year ended September 30, 2016. All forward-looking statements attributable to Tembec or Rayonier AM or any persons acting on their behalf are expressly qualified in their entirety by these cautionary statements. All forward-looking statements in this document are made as of the date hereof and neither Tembec nor Rayonier AM undertakes any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by law.
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Michel J. Dumas
Executive Vice President, Finance and CFO
Tel: 819 627-4268
Vice President, Human Resources and Corporate Affairs
Tel.: 416 775-2819