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Oaktree Announces Intention to Solicit Proxies in Opposition to Proposed Acquisition of Tembec by Rayonier
[July 17, 2017]

Oaktree Announces Intention to Solicit Proxies in Opposition to Proposed Acquisition of Tembec by Rayonier

Investment funds managed by Oaktree Capital Management, L.P. ("Oaktree") announced today that they intend to solicit proxies from Tembec shareholders in opposition to the proposed transaction between Tembec Inc. ("Tembec") and Rayonier Advanced Materials Inc. ("Rayonier") announced on May 25, 2017 (the "Transaction"). To enable the funds to do so, Oaktree has ceased filing reports in accordance with the alternative monthly reporting system under Part 4 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues for Tembec and will file reports under the early warning reporting system under Part 3 instead.

On July 14, 2017, Oaktree sent a letter to the Boards of Directors of Rayonier and Tembec and issued a press release disclosing its intention to vote its shares against the Transaction, which it believes materially undervalues Tembec to the detriment of all Tembec shareholders. More information regarding Oaktree's analysis of the inadequacy of Rayonier's offer as well as corporate governance concerns with respect to the Transaction will follow shortly. Oaktree currently beneficially owns and exercises control over 19,900,000 Tembec shares, representing 19.9% of the total outstanding shares, which amount is unchanged from the previous report filed June 6, 2017.

Oaktree and its affiliates expect to evaluate on an ongoing basis Tembec's financial condition and prospects, their interest in, and intentions with respect to, Tembec and their investment in the securities of Tembec, which review may be based on various factors, including Tembec's business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for Tembec's securities in particular, as well as other developments. Accordingly, each Oaktree entity reserves the right to change its intentions and develop plans or proposals at any time, as it deems appropriate. In particular, each Oaktree entity may at any time and from time to time and in accordance with applicable law: (i) in the open market, in pivately negotiated transactions or otherwise, acquire additional shares or other securities of Tembec; (ii) dispose of or transfer, to any person or entity, all or a portion of the securities of Tembec, including shares, that any Oaktree entity now owns or may hereafter acquire; (iii) enter into derivative transactions with institutional counterparties with respect to Tembec's securities; (iv) make or propose a material change in Tembec's or any of its subsidiaries' corporate structure or business; or (v) engage in communications with one or more shareholders, officers or directors of Tembec and other persons regarding any of the matters described in clauses (i) through (iv) above.

A report on Form 62-103F2 - Required Disclosure by an Eligible Institutional Investor under Section 4.3 is being filed by Oaktree in accordance with applicable securities laws and will be available under Tembec's profile at, to amend the June 6, 2017 report. The head office of Tembec is Secrétariat 4, Place Ville-Marie, Bureau 100, Montréal, Québec, H3B 2E7. The address of Oaktree is 333 South Grand Avenue, 28th Floor, Los Angeles, California, USA, 90071. Oaktree has the following joint actors: Oaktree Capital I, L.P., Oaktree Capital Group, LLC, Oaktree Capital Group Holdings GP, LLC, Oaktree Fund GP I, L.P., Oaktree Holdings, Inc., Oaktree Holdings I, LLC, Oaktree Holdings, LLC, Oaktree Value Equity Fund, L.P., Oaktree Value Equity Fund GP, L.P., Oaktree Value Equity Fund GP Ltd., Oaktree Value Equity Fund-SP, L.P., and Oaktree Value Equity Fund-SP GP, L.P.

Oaktree has retained Kingsdale Advisors as its strategic shareholder, communications and proxy advisor.

About Oaktree Capital Management, L.P.

Oaktree is a leader among global investment managers specializing in alternative investments, with $100 billion in assets under management as of March 31, 2017. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in distressed debt, corporate debt (including high yield debt and senior loans), control investing, convertible securities, real estate and listed equities. Headquartered in Los Angeles, the firm has over 900 employees and offices in 18 cities worldwide.

Forward-Looking Information

Certain statements in the press release are forward-looking statements and are prospective in nature, including statements with respect to the Oaktree's future intentions regarding their investment in Tembec. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Such forward-looking statements should therefore be construed in light of such factors, and Oaktree is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.


Oaktree has retained Davies Ward Phillips & Vineberg LLP as its legal advisor, Sard Verbinnen & Co as its strategic communications advisor and Kingsdale Advisors as its strategic shareholder, communications and proxy advisor.

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