Rayonier Advanced Materials and Tembec Announce Clearance from Germany's Federal Cartel Office
13 Juli 2017 - 8:33PM
Business Wire
Rayonier Advanced Materials Inc. (NYSE: RYAM) (“Rayonier
AM”) and Tembec Inc. (TSX: TMB) (“Tembec” or the
“Company”) announced today that they have received
notification of clearance from Germany's Federal Cartel Office 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 AM of all of the outstanding shares of Tembec (the
“Tembec Shares”).
Subject to obtaining the approvals of the holders of Tembec
Shares and the Québec Superior 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.
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 at www.rayonieram.com.
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 www.tembec.com.
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
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; 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
AM’s 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 AM to realize expected benefits from its separation from
Rayonier Inc.; financial obligations under agreements related to
debt; 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.
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 AM 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
www.sec.gov and www.sedar.com. This document is for informational
purposes only.
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version on businesswire.com: http://www.businesswire.com/news/home/20170713006070/en/
Rayonier Advanced MaterialsMediaRyan Houck,
904-357-9134media@rayonieram.comorInvestorsMickey Walsh,
904-357-9162mickey.walsh@rayonieram.comorTembecMediaLinda
Coates, 416-775-2819linda.coates@tembec.comorInvestorsMichel Dumas,
819-627-4268michel.dumas@tembec.com
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