Tembec announces a waiver to its Shareholder Rights Plan



    MONTREAL, June 10 /CNW Telbec/ - Tembec Inc. ("Tembec") announced today
that its Board of Directors has waived the application of its Shareholder
Rights Plan (the "Plan") to the purchase of additional common shares of Tembec
by funds managed by Wayzata Investment Partners LLC ("Wayzata"). The waiver
would permit Wayzata to purchase up to a maximum of 30% of Tembec's
outstanding common shares subject to certain conditions.
    Tembec has been informed that Wayzata has entered into an agreement to
purchase common shares of Tembec which would bring its ownership to
approximately 21.54% of Tembec's outstanding common shares. Wayzata's
agreement to purchase these additional shares is expressly contingent upon
obtaining the waiver described herein.
    The conditions to the waiver granted to Wayzata include:

    
    - Wayzata must vote all common shares owned or controlled by it over 20%
      of the issued and outstanding shares of Tembec (the "Excess Shares") in
      the manner recommended by the Board of Directors of Tembec, except on
      the appointment of auditors and compensation matters, as well as
      certain instances set forth below in which Wayzata will abstain from
      voting the Excess Shares.

    - Wayzata shall abstain from voting any Excess Shares in respect of the
      election of directors of Tembec and the issuance of Common Shares from
      treasury (to the extent such issuance requires shareholder approval
      under applicable law).

    - In connection with any take-over bid for Tembec's common shares or
      similar type of transaction, Wayzata may only tender Excess Shares to
      the bid if the Board of Directors of Tembec recommends that
      shareholders generally tender to the bid (or makes no recommendation).

    - Wayzata must provide Tembec with seven days prior notice before any
      sale of 1,000,000 or more common shares of Tembec expected to occur
      over a 30-day period.

    - Wayzata must provide Tembec with prompt notice of the acquisition of
      any additional common shares of Tembec.
    

    The waiver granted to Wayzata will terminate upon the earlier of
(a) Wayzata's ownership dropping below 20% of Tembec's outstanding common
shares and (b) a breach by Wayzata of the terms of the waiver.
    The Plan was adopted by Tembec in connection with the completion of its
recapitalization transaction on February 29, 2008 and outlined in the
Management Proxy Circular dated January 25, 2008. Absent a prior waiver from
Tembec's Board of Directors, the Plan is triggered upon a shareholder
acquiring beneficial ownership of 20% or more of Tembec's common shares.

    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 TMB and warrants under TMB.WT.
Additional information on Tembec is available on its website at
www.tembec.com.




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; Tony Fratianni, Vice President, General Counsel &
Secretary, (514) 871-2310, tony.fratianni@tembec.com; Media Contact: Richard
Fahey, Vice President, Communications and Public Affairs, (514) 871-2304,
richard.fahey@tembec.com


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