Tembec announces mailing of Proxy Circular relating to recapitalization transaction



    MONTREAL, Jan. 29 /CNW Telbec/ - Tembec Inc. ("Tembec") announced today
that it has mailed to registered shareholders of Tembec and registered holders
of notes of Tembec Industries Inc. ("Tembec Industries") a management proxy
circular (the "Proxy Circular") relating to the proposed recapitalization
transaction announced by Tembec on December 19, 2007 (the "Recapitalization").
The Proxy Circular provides details concerning the Meeting of Noteholders and
the Special Meeting of Shareholders to be held on February 22, 2008 for the
purpose of voting on matters related to the approval of the Recapitalization.
The Proxy Circular also contains background, details and other material
information concerning the Recapitalization, including an opinion from
Tembec's financial advisors, BMO Capital Markets, that the Recapitalization is
fair, from a financial point of view, to Tembec. The boards of directors of
Tembec and Tembec Industries unanimously recommend that shareholders and
noteholders vote in favour of the resolutions to approve the Recapitalization.
    The Proxy Circular was distributed to noteholders and shareholders in
accordance with an Order of the Ontario Superior Court (Commercial List), made
on January 24, 2008.
    The Proxy Circular and further information and materials relating to the
Recapitalization are available on SEDAR (www.sedar.com), EDGAR
(www.sec.gov/edgar.shtml) and Tembec's website (www.tembec.com).
    Additional copies of the Proxy Circular are available by contacting the
Secretary of Tembec at Suite 1050, 800 René-Lévesque Blvd. West, Montréal,
Québec, Canada H3B 1X9. Any questions or requests for further information
regarding the voting of common shares at the Special Meeting of Shareholders
or the voting of notes at the Meeting of Noteholders should be directed to
Georgeson Shareholder Communications Canada Inc. at 1-866-783-6756.
    Tembec Industries has notified JPMorgan that the new loan amount will be
US $300 million (the "New Loan") upon completion of the Recapitalization. The
deadline for qualifying noteholders to participate in the New Loan to Tembec
Industries is February 15, 2008. Further information concerning participation
in the New Loan is provided in the Proxy Circular and the new loan
participation form mailed to noteholders with the Proxy Circular and filed on
SEDAR and EDGAR. Any questions or requests for additional information
regarding participation in the New Loan should be directed to Georgeson
Shareholder Communications Canada Inc. at 1-866-783-6756.
    Noteholders holding, in aggregate, approximately US $774 million of the
outstanding notes (representing approximately 65% of the outstanding notes)
have executed support agreements and have agreed to vote in favour of and
support the Recapitalization.
    Tembec will continue to solicit support for the Recapitalization.

    Tembec is a large, diversified and integrated forest products company.
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" within 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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