Rayonier completes $1.34B acquisition of Tembec

Rayonier Advanced Materials Inc. (NYSE: RYAM) has closed the acquisition of Tembec Inc. (TSX: TMB) at $4.75 per share for aggregate consideration of $1.34 billion including assumption of debt (all figures in Canadian dollars).

Rayonier Advanced Materials and Tembec agreed to an initial acquisition price of $4.05 per share on May 25, 2107.

Rayonier increased the bid price to $4.75 on July 23, 2017 following the oppositions from Oaktree Capital Management L.P. and Restructuring Capital Associates L.P., which together owned approximately 37% of Tembec’s outstanding shares.

Following the announcement, Fairfax Financial Holdings Limited (TSX: FFH), sold all its Tembec holding being 14,235,644 common shares or approximately 14.2% of the issued and outstanding shares, over the facilities of the Toronto Stock Exchange (TSX) at an average price of approximately $4.30 per share.

BofA Merrill Lynch acted as financial advisor and Wachtell, Lipton, Rosen & Katz, McCarthy Tétrault LLP and Hogan Lovells US LLP acted as legal counsel to Rayonier.

Scotia Capital acted as financial advisor to Tembec and National Bank Financial served as financial advisor to the Tembec board of drectors. Stikeman Elliott LLP, Cahill Gordon & Reindel LLP, Dechert LLP and Slaughter and May acted as legal counsel.

Rayonier Advanced Materials is a global manufacturer of forest products, including lumber, paper, packaging and a global leader of high purity cellulose, a natural polymer commonly found in cell phones, computer screens, filters and pharmaceuticals. With manufacturing operations in the U.S., Canada and France, Rayonier Advanced Materials employs approximately 4,200 people and generates approximately US$2 billion of revenues.

Jacksonville, Florida based Rayoner has corporate offices in Toronto, Montréal, and Temiscaming, Québec.

photo credit: Rayonier