Rayonier Advanced Materials and Tembec Announce Increase in Consideration under Amended Arrangement Agreement

JACKSONVILLE, Fla. & MONTREAL–(BUSINESS WIRE)–Rayonier Advanced Materials Inc. (“Rayonier Advanced Materials”) (NYSE:
RYAM) and Tembec Inc. (“Tembec”) (TSX: TMB) today announced that they
have entered into an amendment to the arrangement agreement (as amended,
the “Amended Arrangement Agreement”) under which Rayonier Advanced
Materials has agreed to acquire Tembec (the “Arrangement”) for an
increased consideration valued at C$4.75 per Tembec share. The revised
terms were unanimously approved by the boards of directors of both

Under the Amended Arrangement Agreement, Tembec shareholders will have
the right to elect to receive either C$4.75 in cash or 0.2542 shares of
Rayonier Advanced Materials common stock per Tembec common share,
subject to proration so that approximately 67% of the aggregate
consideration is paid in cash and approximately 33% is paid in Rayonier
Advanced Materials common stock.

The increased consideration represents a 17% increase in value offered
for the shares compared to the initial terms and a premium of 61% to the
closing price of Tembec’s shares on May 24, 2017, the day immediately
before the initial announcement concerning the Arrangement.

Rayonier Advanced Materials has entered into irrevocable support and
voting agreements with each of Oaktree Capital Management L.P. and
Restructuring Capital Associates L.P., who together represent
approximately 37% of Tembec’s outstanding shares, pursuant to which they
have agreed to vote in favor of the Arrangement.

Stronger, More Diversified Global Leader

“This transaction advances our growth objective to pursue strategic
acquisitions where we can leverage our core competencies to provide
significant long-term shareholder return,” said Paul Boynton, Chairman,
President and Chief Executive Officer of Rayonier Advanced Materials.
“We look forward to working with Tembec’s exceptional team, unions and
other stakeholders to realize the abundant opportunities ahead.”

James Lopez, President and Chief Executive Officer of Tembec, added,
“Rayonier Advanced Materials is the ideal partner for us and we are
encouraged by their ongoing commitment to our operations and employees
in Canada and France and—above all—to the values we share. This
combination will enable us to sustainably grow our business for the
benefit of our customers, employees and communities. We are, of course,
pleased with the opportunity to deliver even greater value to our

Structure, Timing and Approvals of Transaction

The transaction will be carried out by way of a court-approved plan of
arrangement and will require the approval of at least 66 2/3% of the
votes cast by Tembec shareholders. Rayonier Advanced Materials intends
to finance the cash portion of the transaction with a combination of
cash on hand and committed bank financing. The transaction does not
require the approval of Rayonier Advanced Materials stockholders.

In addition to Tembec shareholder and court approvals, the transaction
is also subject to other conditions and receipt of other approvals,
including receipt of regulatory approvals. As previously announced on
July 13, 2017, the transaction has received approval from Germany’s
Federal Cartel Office. Subject to obtaining the required approvals, the
transaction is expected to be completed in the fourth quarter of 2017.

Voting Information

Tembec shareholders are reminded that the special meeting of Tembec
shareholders (the “Meeting”) will be held at 10:00 a.m. (Eastern Time)
on Thursday, July 27, 2017 and that proxies must be received by Tembec’s
transfer agent, Computershare, no later than 5:00 p.m. (Eastern Time) on
Tuesday, July 25, 2017. Tembec shareholders holding their shares through
a broker, investment dealer or other intermediary should carefully
follow the instructions of such intermediary to ensure that their vote
is counted at the meeting. Tembec may waive the time limits for the
deposit of proxies if considered advisable to do so.

Tembec shareholders are entitled to vote at the Meeting if they were a
holder of Tembec shares at the close of business on June 19, 2017. Your
vote is important regardless of the number of shares you hold and the
Tembec board of directors urges you to vote.

If you have already submitted your proxy or voting instructions and you
do not wish to change your votes on the matters set forth therein, no
further action is required on your part and your votes will be counted
at the Meeting in accordance with the proxy or voting instructions you
have already submitted. If you have already submitted your proxy or
voting instructions and you wish to change your vote, you must comply
with the proxy revocation procedures set forth in the management
information circular mailed to Tembec shareholders on June 23, 2017 and
made available under Tembec’s profile on SEDAR at
Tembec shareholders holding their shares through a broker, investment
dealer or other intermediary should contact such intermediary without
delay if they wish to change their voting instructions.

Tembec shareholders who require assistance in submitting their proxies
or voting instructions may direct their inquiries to Tembec’s proxy
solicitation agent, Shorecrest Group, by telephone at 1-888-637-5789
toll-free in North America or by e-mail at
For banks, brokers and collect calls outside North America, please call

Fairness Opinions

Tembec has obtained fairness opinions from each of Scotia Capital and
National Bank Financial that, as of July 23, 2017, subject to the
assumptions, limitations and qualifications contained therein, the
consideration to be received by the Tembec shareholders pursuant to the
Amended Arrangement Agreement is fair to such shareholders from a
financial point of view.


For Rayonier Advanced Materials, BofA Merrill Lynch is serving as
financial advisor and Wachtell, Lipton, Rosen & Katz, McCarthy Tétrault
LLP and Hogan Lovells US LLP are serving as legal counsel.

For Tembec, Scotia Capital is serving as financial advisor and National
Bank Financial is serving as financial advisor, on a non-contingent
fixed-fee basis. Stikeman Elliott LLP, Cahill Gordon & Reindel LLP,
Dechert LLP and Slaughter and May are serving as legal counsel.

About Rayonier Advanced Materials

Rayonier Advanced Materials is a leading global supplier of high
purity cellulose, a natural polymer commonly found in cell phones,
computer screens, filters and pharmaceuticals. The company engineers
dozens of customized products at its plants in Florida and Georgia,
delivering unique properties, unparalleled consistency and exceptional
quality. Rayonier Advanced Materials’ facilities can produce
approximately 485,000 tons of high purity cellulose and 245,000 tons of
commodity products. With approximately 1,200 employees and revenues of
US$870 million Rayonier Advanced Materials is routinely ranked among the
nation’s top 50 exporters, shipping products to five continents, 35
countries and 80 ports around the world. More information is available

About Tembec

Tembec is a manufacturer of forest products – lumber, paper, pulp 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

Forward-Looking Statements

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 Advanced Materials to successfully
integrate their respective businesses; prolonged weakness in general
economic conditions; competitive pressures in the markets in which we
operate; customer concentration; 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; labor relations with the unions representing Rayonier
Advanced Materials’ hourly employees; changes in transportation-related
costs and availability; risks related to workforce, including increased
labor costs; the failure to attract and retain key personnel; the
failure to innovate to maintain competitiveness, grow the business and
protect intellectual property; fluctuations in foreign currency exchange
rates; impairments or write downs of assets; changes in accounting
estimates and judgments, accounting principles, policies or guidelines;
the effect of current and future environmental laws and regulations as
well as changes in circumstances on the cost and estimated future cost
of required environmental expenditures; material adverse changes in
financial condition; any failure by Rayonier Advanced Materials to
realize expected benefits from its separation from Rayonier Inc.;
financial obligations under agreements related to debt; and other risks
detailed in Rayonier Advanced Materials’ filings with the U.S.
Securities and Exchange Commission, including the “Risk Factors” section
of Rayonier Advanced Materials’ 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
24, 2016. All forward-looking statements attributable to Tembec or
Rayonier Advanced Materials 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 Advanced Materials 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.

Additional Information

Further information regarding the transaction is contained in the
management information circular in connection with the special meeting
of the Tembec shareholders filed by Tembec with the Canadian Securities
Administrators on June 23, 2017 and furnished by Rayonier Advanced
Materials on Form 8-K filed June 23, 2017 with the U.S. Securities and
Exchange Commission. Investors and security holders are urged to read
the information circular, as it contains important information
concerning the proposed transaction. Investors and security holders may
obtain a copy of the arrangement agreement, information circular and
other meeting materials at
This document is for informational purposes only. It does not constitute
an offer to purchase shares of Rayonier Advanced Materials or Tembec or
a solicitation or recommendation statement under the rules and
regulations of the Canadian securities regulators, the U.S. Securities
and Exchange Commission or other applicable laws.

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