Home News Industry News Advisory Firm Institutional Shareholder Services recommends approval of the Plan of Arrangement involving the Acquisition of Tembec by Rayonier Advanced Materials

Advisory Firm Institutional Shareholder Services recommends approval of the Plan of Arrangement involving the Acquisition of Tembec by Rayonier Advanced Materials

Tembec Inc. (TSX: TMB) ("Tembec") announced today that Institutional Shareholder Services ("ISS") has recommended that shareholders of Tembec vote FOR the proposed plan of arrangement (the "Arrangement") involving the acquisition by Rayonier Advanced Materials Inc. ("Rayonier AM") of all of the outstanding shares of Tembec (the "Tembec Shares").

In connection with this recommendation, ISS noted that: "The proposed premium offer consideration provides shareholders with flexibility to participate in the growth opportunities associated with the combined business of increased size, scale and liquidity and/or to receive the consideration in the form of cash that provides immediate liquidity (subject to proration limits).

In light of the premium offer consideration, the favourable market reaction and the sound strategic rationale, shareholder approval of this arrangement is warranted."

The board of directors of Tembec (the "Board") has unanimously determined that the Arrangement is in the best interests of Tembec. The Board has unanimously approved the Arrangement and recommends (without any abstention) that Tembec shareholders vote FOR the Arrangement Resolution. In making its recommendation, the Board considered a number of factors as described in the Management Information Circular dated June 13, 2017 ("Circular") under the heading "The Arrangement – Reasons for the Recommendation". Tembec shareholders are encouraged to review the Circular carefully before submitting the proxy form. The Circular is available under Tembec's profile on SEDAR at www.sedar.com.

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 Arrangement? whether the Arrangement will be consummated at all and the ability to obtain required regulatory approvals and satisfy the other conditions to closing the Arrangement; the expected benefits of the Arrangement 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. All forward-looking statements in this document are made as of the date hereof and Tembec does not undertake 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.

Source: Tembec

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