MONTREAL, Oct. 30, 2017 /CNW Telbec/ - Tembec Inc. (TSX: TMB) ("Tembec") today provided notice of the deadline by when registered holders of Tembec Shares must indicate their election to receive cash or share consideration 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").
Election Deadline
Registered holders of Tembec Shares may make an effective election by depositing with Computershare Trust Company of Canada, before 5:00 p.m. (Eastern time) on November 9, 2017 (the "Election Deadline"), a duly completed letter of transmittal and election form (the "Letter of Transmittal and Election Form") indicating their election to receive cash or share consideration, together with the certificates (if applicable) representing their Tembec Shares. The Letter of Transmittal and Election Form is available on Tembec's website at http://www.tembec.com/ and on SEDAR at www.sedar.com or by contacting Computershare Trust Company of Canada. Any questions regarding the election of the cash or share consideration, including any request for another copy of the Letter of Transmittal and Election Form, should be directed to Computershare Trust Company of Canada.
Non-registered holders of Tembec Shares that hold their Tembec Shares through a broker, investment dealer or other intermediary, should carefully follow the instructions and deadlines from the intermediary that holds such Tembec Shares on their behalf and should contact such intermediary for instructions and assistance in making an election or with any questions about their election. Non-registered holders of Tembec Shares who may have made an election through an intermediary prior to the date of this news release may wish to contact their intermediary prior to the Election Deadline to verify that their election has been made properly.
Any holder of Tembec Shares who fails to properly make an election prior to the Election Deadline, or for whom Computershare Trust Company of Canada determines that their election was not properly made with respect to any Tembec Shares, will be deemed to have elected to receive, for each Tembec Share held by such person, the Per Share Stock Consideration (as defined in the Letter of Transmittal and Election Form), subject to proration and rounding. All elections and deposits made under the Letter of Transmittal and Election Form are irrevocable.
Further information regarding the Transaction is contained in Tembec's management information circular dated June 13, 2017 (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 election 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.
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.
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; 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; and other risks detailed 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 any persons acting on its 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 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
Investor Contact: Michel J. Dumas, Executive Vice President, Finance and CFO, Tel: 819 627-4268, E-mail: [email protected]; Media Contact: Linda Coates, Vice President, Human Resources and Corporate Affairs, Tel.: 416 775-2819, E-mail: [email protected]; Computershare Trust Company of Canada, By Hand or by Courier, 1500 Robert-Bourassa Boulevard, 7th Floor, Montréal, Québec, H3A 3S8 or 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1; By Mail, P.O. Box 7021, 31 Adelaide St E, Toronto, ON M5C 3H2, Attention: Corporate Actions; Toll Free: 1-800-564-6253, E-Mail: [email protected]
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