Tembec Announces Preliminary Results of Consideration Elections in Connection with Transaction

Tembec Inc. (TSX: TMB) (“Tembec”) today announced the preliminary results of the consideration elections in connection with 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. (NYSE: RYAM) (“Rayonier AM”) of all of the outstanding common shares of Tembec (the “Tembec Shares”).

Pursuant to the terms of the Transaction, Tembec shareholders had the right to elect to receive either C$4.75 in cash (the “Per Share Cash Amount”) or 0.2542 shares of Rayonier AM common stock per Tembec Share (the “Per Share Stock Consideration”), subject to proration so that approximately 67% of the aggregate consideration is paid in cash and approximately 33% is paid in Rayonier AM common stock.

Preliminary Results of Consideration Elections
The results of the elections received prior to the election deadline of 5:00 p.m. (Eastern time) on November 9, 2017 are as follows:
•Shareholders representing 1,644,879 Tembec Shares elected to receive the Per Share Cash Amount;
•Shareholders representing 67,878,518 Tembec Shares elected to receive the Per Share Stock Consideration; and
•Shareholders representing 30,476,603 Tembec Shares did not make an election.

Since the aggregate number of Tembec Shares in respect of which registered Tembec shareholders have elected to receive the Per Share Cash Amount is less than the Cash Consideration Number (as defined in the plan of arrangement attached to the amending agreement dated as of July 23, 2017 by and between Rayonier AM and Tembec), holders of Tembec Shares who elected to receive the Per Share Stock Consideration will be subject to proration in the manner described in Tembec’s management information circular dated June 13, 2017 (the “Circular”).

These election results and the resulting effect of proration are subject to resolution of deficient elections still outstanding that affect an immaterial number of Tembec Shares.

Further information regarding the Transaction is contained in the Circular and the material change report filed by Tembec with the Canadian Securities Administrators on July 24, 2017. For further information with respect to the elections described above, see the following sections of the Circular: “Letter of Transmittal and Election Form” and “Elections, Proration and Exchange Procedure”.

Closing of Transaction
Subject to all closing conditions with respect to the Transaction being satisfied or waived, it is expected that the Transaction will be completed in the second half of the fourth quarter of 2017.
http://tembec.com/en/Media/Press-Releases/tembec-announces-preliminary-results-consideration-elections-connection?section=investors

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