MONTREAL, Jan. 23 /CNW Telbec/ - Jolina Capital Inc. ("Jolina") announces
that it has approached the board of directors of Tembec Inc. ("Tembec" or the
"Company") with an unsolicited non-binding proposal for the recapitalization
of Tembec Inc. ("Jolina Proposal") which Jolina and its financial advisors
believe to be more favourable to Tembec and all of its stakeholders than the
recapitalization proposal announced by Tembec on December 19, 2007 (the
The support agreements between Tembec and the noteholders relating to the
December Proposal specifically allow Tembec to negotiate a proposal (an
"Alternative Transaction") with a third party if Tembec, on the advice of its
financial advisors and outside legal counsel, believes such proposal could
reasonably be expected to result in a transaction more favourable to Tembec
and its stakeholders (including the noteholders) than the December Proposal.
The board of directors of Tembec has informed Jolina that it has concluded
that the Jolina Proposal is not an Alternative Transaction pursuant to the
terms of the support agreements. Jolina and its advisors do not agree with the
Jolina is being advised by its financial advisors, Rothschild. For any
question or inquiry, please contact Neil Augustine at (212) 403-5411.
Jolina is a company controlled by Mr. Emanuele (Lino) Saputo. Mr. Saputo
is a significant shareholder of Tembec and was a director of the Company from
January 2006 to December 6, 2007. Mr. Saputo controls, directly or indirectly
through his affiliates, approximately 19.35% of all issued and outstanding
common shares of Tembec.
Jolina holds its common shares in Tembec for investment purposes only.
Jolina reserves the right to change its plans at any time, as it deems
appropriate, in light of its ongoing evaluation of (a) its business and
liquidity objectives, (b) Tembec's and its subsidiaries' financial condition,
business, operations, competitive position, prospects and/or note or share
price, (c) industry, economic and/or securities markets conditions,
(d) alternative investment opportunities and (e) other relevant factors.
Without limiting the generality of the preceding sentence, Jolina reserves the
right to at any time or from time to time (i) purchase or otherwise acquire
additional common shares, notes or other securities of Tembec or any of its
subsidiaries, or instruments convertible into or exercisable for any such
securities (collectively, "Tembec Securities"), in the open market, in
privately negotiated transactions or otherwise, (ii) sell, transfer or
otherwise dispose of Tembec Securities in the open market, in privately
negotiated transactions or otherwise, (iii) acquire or write options
contracts, or enter into derivatives or hedging transactions, relating to
Tembec Securities or (iv) encourage (including, without limitation,
communications with Tembec's directors and management, existing or potential
security holders, investors, lenders or strategic partners, and investment and
financing professionals) Tembec to consider or explore (A) sales or
acquisitions of assets or businesses, or extraordinary corporate transactions,
such as a merger or other reorganization, (B) changes to the Tembec's
capitalization or dividend policy or (C) other changes to the Tembec's
business or structure.
This announcement is not an offer to purchase or a solicitation of an
offer to purchase with respect to any notes or shares of Tembec or of any of
its subsidiaries or a solicitation of proxies with respect thereto.
For further information:
For further information: Neil Augustine, Rothschild, (212) 403-5411