JACKSONVILLE, Fla. & MONTREAL--(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 Materials
Media
Ryan
Houck, 904-357-9134
media@rayonieram.com
or
Investors
Mickey
Walsh, 904-357-9162
mickey.walsh@rayonieram.com
or
Tembec
Media
Linda
Coates, 416-775-2819
linda.coates@tembec.com
or
Investors
Michel
Dumas, 819-627-4268
michel.dumas@tembec.com
Source: Rayonier Advanced Materials Inc.