Tembec Shareholders Approve Transaction with Rayonier Advanced Materials
27 Juli 2017 - 5:55PM
Business Wire
Rayonier Advanced Materials Inc. (“Rayonier Advanced Materials”)
(NYSE: RYAM) and Tembec Inc. (“Tembec”) (TSX: TMB) today announced
that the holders of record of its common shares (the "Tembec
Shareholders") have approved the resolution (the "Arrangement
Resolution") authorizing the previously announced statutory
arrangement under Section 192 of the Canada Business Corporations
Act (the "Transaction") pursuant to which Rayonier Advanced
Materials will acquire all of the outstanding common shares of
Tembec. The Arrangement Resolution was approved by 95.04% of the
votes cast by Tembec Shareholders at the special meeting held
earlier today.
The completion of the Transaction remains subject to approval by
the Québec Superior Court at a final hearing, which is expected to
take place on August 7, 2017. In addition to court approval, the
Transaction remains subject to other closing conditions, including
receipt of regulatory approvals. It is expected that the
Transaction will be completed in the fourth quarter of 2017.
Further details regarding the Transaction are set out in the
management information circular dated June 13, 2017 and in the news
release issued by Tembec and Rayonier Advanced Materials on July
23, 2017, copies of which are available under the corporate profile
of Tembec on SEDAR at www.sedar.com.
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 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
www.sec.gov and www.sedar.com. 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170727006041/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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