Advisory Firm recommends shareholders to vote for acquisition of Tembec by Rayonier Advanced Materials

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Tembec Inc. announced on Friday that the advisory firm Institutional Shareholder Services ("ISS") has recommended that shareholders of Tembec vote for the proposed plan of arrangement involving the acquisition by Rayonier Advanced Materials Inc. (Rayonier AM) of all of the outstanding shares of Tembec.

In connection with this recommendation, ISS noted that: "The proposed premium offer consideration provides shareholders with flexibility to participate in the growth opportunities associated with the combined business of increased size, scale and liquidity and/or to receive the consideration in the form of cash that provides immediate liquidity (subject to proration limits). In light of the premium offer consideration, the favourable market reaction and the sound strategic rationale, shareholder approval of this arrangement is warranted."

The board of directors of Tembec has unanimously determined that the Arrangement is in the best interests of Tembec. The Board has unanimously approved the Arrangement and recommends (without any abstention) that Tembec shareholders vote FOR the Arrangement Resolution. In making its recommendation, the Board considered a number of factors as described in the Management Information Circular dated June 13, 2017 ("Circular") under the heading "The Arrangement – Reasons for the Recommendation". Tembec shareholders are encouraged to review the Circular carefully before submitting the proxy form. The Circular is available under Tembec's profile on SEDAR at

Tembec is a manufacturer of forest products – lumber, paper, 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).

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