Rayonier Advanced Materials and Tembec Announce Antitrust Clearance from the Competition Bureau of Canada in Connection with the Transaction

JACKSONVILLE, Fla. & MONTREAL, Quebec–(BUSINESS WIRE)–Rayonier Advanced Materials Inc. (NYSE: RYAM) (“Rayonier Advanced
Materials”) and Tembec Inc. (TSX: TMB) (“Tembec”) announced
today that they received clearance from the Competition Bureau of Canada
(the “Competition Bureau”), without condition, of the previously
announced proposed statutory arrangement under Section 192 of the Canada
Business Corporations Act (the “Transaction”) involving
the acquisition by Rayonier Advanced Materials of all of the outstanding
shares of Tembec.

In addition to clearance by the Competition Bureau, the Transaction
already has received antitrust clearance from the Anti-Monopoly Bureau
of the Ministry of Commerce of the People’s Republic of China (often
referred to as MOFCOM), Germany’s Federal Cartel Office, and the United
States Department of Justice and the Federal Trade Commission. As such,
Rayonier Advanced Materials and Tembec have now received all required
antitrust clearances.

The Transaction has also been approved by Tembec’s shareholders and by
the Québec Superior Court. Subject to obtaining other necessary
approvals, as well as the satisfaction or waiver of other conditions to
the Transaction, it is expected that the Transaction will be completed
in the fourth quarter 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 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 Quarterly Report on Form 10-Q
for the fiscal quarter ended June 24, 2017, 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 and Tembec’s Third Quarter Report for the fiscal
quarter ended June 24, 2017. 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, the material change report filed by Tembec with the
Canadian Securities Administrators on July 24, 2017 and the Form 8-K
filed by Rayonier Advanced Materials on July 24, 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.

Contacts

Rayonier Advanced Materials
Media
Ryan
Houck, 904-357-9134
[email protected]
or
Investors
Mickey
Walsh, 904-357-9162
[email protected]
or
Tembec
Media
Linda
Coates, 416-775-2819
[email protected]
or
Investors
Michel
Dumas, 819-627-4268
[email protected]