Tembec confirms rejection of recapitalization proposal from Jolina



    MONTREAL, Jan. 24 /CNW Telbec/ - In response to a press release issued by
Jolina Capital Inc. ("Jolina") on January 23, 2008, Tembec Inc. ("Tembec")
confirmed today it had received an unsolicited non-binding proposal from
Jolina on a confidential basis concerning a potential alternative
recapitalization transaction (the "Jolina Proposal"). At the request of
Jolina, Jolina and its advisors made a presentation to Tembec's Board of
Directors and its legal and financial advisors describing the principal terms
of the Jolina Proposal.
    After due consideration of the Jolina Proposal and after consultation
with its legal and financial advisors, the Board of Tembec unanimously
concluded that the Jolina Proposal could not reasonably be expected to result
in a transaction more favourable to Tembec and its stakeholders (including the
noteholders of Tembec Industries Inc.) than the proposed recapitalization
transaction announced by Tembec on December 19, 2007 (the "Recapitalization").
After making this determination, Tembec invited Jolina and its advisors on a
number of occasions to meet with representatives of Tembec and the legal and
financial advisors of noteholders who support the Recapitalization and whose
support would be required for the Jolina Proposal to proceed. Jolina and its
advisors declined to participate in such a meeting. Tembec invites Jolina to
make the details of its proposal available to Tembec's stakeholders through a
public announcement.
    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 further support
for the Recapitalization.
    Tembec anticipates that the proxy circular for the Recapitalization (the
"Proxy Circular") will be mailed early next week and will be filed
concurrently on SEDAR (www.sedar.com).
    Further information about the Recapitalization is available on SEDAR
(www.sedar.com), EDGAR (www.sec.gov/edgar.shtml) and the Company's website
(www.tembec.com).

    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", "will" 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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