Shareholders and Noteholders approve the recapitalization transaction



    MONTREAL, Feb. 22 /CNW Telbec/ - Tembec Inc. ("Tembec") announced today
that the recapitalization transaction announced on December 19, 2007 and
outlined in the Management Proxy Circular dated January 25, 2008 (the
"Recapitalization") has been approved by the requisite majority of
shareholders of Tembec ("Shareholders") and the requisite majority of holders
of notes of Tembec Industries Inc. ("Noteholders").
    Earlier today, Tembec Inc. held a Special Meeting of Shareholders and
Tembec Industries Inc. held a Meeting of Noteholders (collectively, the
"Meetings") at which votes were held on matters relating to the approval of
the Recapitalization. The Meetings were held in accordance with the Management
Proxy Circular dated January 25, 2008 and, with respect to the Meeting of
Noteholders, an Order of the Ontario Superior Court of Justice (Commercial
List) made on January 24, 2008.
    At the Special Meeting of Shareholders, all of the resolutions relating
to the approval of the Recapitalization were approved by in excess of 95.34%
of Shareholders who voted in person or by proxy. At the Meeting of
Noteholders, all of the resolutions relating to the approval the
Recapitalization were approved by in excess of 98.25% of Noteholders who voted
in person or by proxy.
    "We are obviously pleased with the support shown by our shareholders and
noteholders in favor of the recapitalization transaction," said James Lopez,
President and CEO of Tembec. "These approvals bring us one significant step
closer towards the completion of the Recapitalization."
    Tembec also announced that it reached agreement, as described in more
detail in Tembec's management proxy circular, with Investissement Québec (IQ)
and the Société générale de financement du Québec (SGF) in relation to the
proposed recapitalization transaction. IQ and SGF currently own all of the
preferred shares of Tembec and IQ is also a lender to Tembec.
    The Plan of Arrangement relating to the recapitalization transaction is
subject to approval of the Ontario Superior Court of Justice and such approval
hearing is being held on February 27, 2008. The recapitalization transaction
is expected to close on February 29, 2008.
    Further information concerning the Recapitalization is available on SEDAR
(www.sedar.com), EDGAR (www.sec.gov/edgar.shtml) and Tembec's website
(www.tembec.com).

    Tembec is a large, diversified and integrated forest products company
which stands as the global leader in sustainable forest management practices.
With operations principally located in North America and in France, the
Company employs approximately 8,000 people. Tembec's common shares are listed
on the Toronto Stock Exchange under the symbol TBC. Additional information on
Tembec is available on its website at www.tembec.com.

    This press release includes "forward-looking statements" with(less
than)in the meaning of securities laws. Such statements relate to the
Company's or management's objectives, projections, estimates, expectations, or
predictions of the future and can be identified by words such as "will",
"anticipate", "estimate", "expect", and "project" or variations of such words.
These statements are based on certain assumptions and analyses by the Company
that reflect its experience and its understanding of future developments. Such
statements are subject to a number of uncertainties, including, but not
limited to, receipt of the approvals necessary to implement the
Recapitalization, changes in foreign exchange rates, product selling prices,
raw material and operating costs, and other factors identified in the
Company's periodic filings with securities regulatory authorities in Canada
and the United States. Many of these uncertainties are beyond the Company's
control and, therefore, may cause actual actions or results to differ from
those expressed or implied herein. The Company disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

    This press release is not an offer of securities for sale in the United
States and securities may not be offered or sold in the United States absent
registration or exemption from registration.




For further information:

For further information: Investor Contacts: Michel J. Dumas, Executive
Vice President, Finance and Chief Financial Officer, (819) 627-4268,
michel.dumas@tembec.com; BMO Capital Markets, Financial Advisor to Tembec,
(416) 359-5210, (866) 668-6211 (toll free); Media Contacts: John Valley,
Executive Vice President, Business Development and Corporate Affairs, (416)
775-2819, john.valley@tembec.com; Richard Fahey, Vice President,
Communications and Public Affairs, (819) 627-4387, richard.fahey@tembec.com


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