Tembec provides update on recapitalization



    MONTREAL, Feb. 6 /CNW Telbec/ - Tembec Inc. ("Tembec") provided an update
today on its proposed recapitalization transaction announced on December 19,
2007 (the "Recapitalization") as follows:

    
    - Additional noteholders have executed support agreements in which they
      agreed to vote in favour of and to support the Recapitalization.
      Noteholders have now agreed to vote in excess of US $795 million of
      notes in favour of and to support the Recapitalization, representing in
      excess of 66% of the total amount of notes outstanding.
    - As contemplated in the Key Terms of the Recapitalization announced on
      December 19, 2007, all additional backstop agreements with Tembec have
      now been completed.
    - Tembec received written notice from the financial advisors to the
      informal committee of noteholders, confirming the committee's
      continuing support for the Recapitalization and advising Tembec that
      they have informed Jolina Capital Inc. and its advisors of such views
      in respect of the Recapitalization.

    Tembec stakeholders are also reminded of the following:

    - As previously announced, a management proxy circular (the "Proxy
      Circular") relating to the Recapitalization was mailed to registered
      noteholders of Tembec Industries Inc. and registered shareholders of
      Tembec Inc. on January 29, 2008.
    - Qualifying noteholders who wish to participate in the new
      US $300 million loan to Tembec Industries Inc. (the "New Loan") must
      deliver properly executed New Loan Participation Forms to Computershare
      Investor Services prior to February 15, 2008. Details regarding
      participation in the New Loan are contained in the Proxy Circular.
    - A Special Meeting of Shareholders and a Meeting of Noteholders (the
      "Meetings") will be held on February 22, 2008 relating to the approval
      of the Recapitalization.  Proxies for the Meetings must be received by
      Computershare Investor Services prior to 5:00 p.m. (Toronto time) on
      February 20, 2008.
    - A hearing for the Court Order approving the Recapitalization has been
      set for February 27, 2008. Implementation of the Recapitalization is
      expected to occur on February 29, 2008.
    

    Tembec will continue to solicit and obtain further support for the
Recapitalization.
    Further information concerning the Meetings, the completion of proxies
and participation in the New Loan is provided in the Proxy Circular and
related materials, which are available on SEDAR (www.sedar.com), EDGAR
(www.sec.gov/edgar.shtml) and Tembec's website (www.tembec.com). Any questions
or requests for further information regarding the Meetings or participation in
the New Loan should be directed to Georgeson Shareholder Communications Canada
Inc. at 1-866-783-6756.
    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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