Tembec receives Court approval of recapitalization transaction

    MONTREAL, Feb. 27 /CNW Telbec/ - Tembec Inc. ("Tembec") announced today
that the plan of arrangement under the Canada Business Corporations Act (the
"Plan of Arrangement") relating to the recapitalization transaction announced
on December 19, 2007 and outlined in the Management Proxy Circular dated
January 25, 2008 (the "Recapitalization") has been approved and sanctioned by
the Ontario Superior Court of Justice (Commercial List) (the "Court").
    The Court determined that the Plan of Arrangement met all statutory
requirements, that it was brought in good faith and that it was fair and
reasonable in the circumstances. Accordingly, the Court issued a final order
approving the Plan of Arrangement.
    "This is excellent news for the Company and its stakeholders," said James
Lopez, President and CEO of Tembec. "Court approval of the Plan of Arrangement
is the final step in advance of closing the transaction. With a secure
financial footing and solid stakeholder support, the Company that will emerge
from this transaction will be very well positioned to pursue its business
strategy. The immediate focus will be on improving the operating and financial
performance of the Company with the short-term goal of restoring free cash
    As previously announced, resolutions relating to the Recapitalization
were approved by in excess of 95% of shareholders of Tembec and by in excess
of 98% of noteholders of Tembec Industries Inc. at meetings held on
February 22, 2008. Court approval of the Plan of Arrangement was the final
outstanding approval requirement prior to implementation of the
Recapitalization. The closing and implementation of the Recapitalization is
expected to occur on February 29, 2008.
    The Company is also pleased to announce that the following individuals
will serve on the Board of Directors of the new Tembec Inc. effective as at
the time of closing, which is expected on February 29:

    Norman Betts, Storytown, New Brunswick
    James Brumm, New York, New York
    Jim Chapman, Greenwich, Connecticut
    Jim Continenza, Lakeville, Minnesota
    Jim Lopez, North Bay, Ontario
    Luc Rossignol, Témiscaming, Québec
    Fran Scirrico, Cold Spring Harbor, New York
    David Steuart, Burlington, Ontario
    Lorie Waisberg, Toronto, Ontario

    "I am pleased to have this accomplished group of individuals join our
Board. The unique mix of skills and experience they bring will be very helpful
in providing the guidance necessary as the Company charts its course forward
following this very important transaction," concluded Lopez.
    The Key Terms of the Recapitalization were announced on December 19, 2007
and described in the Management Proxy Circular dated January 25, 2008. Further
information concerning the Recapitalization is available on SEDAR
(www.sedar.com), EDGAR (www.sec.gov/edgar.shtml) and Tembec's website

    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 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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