Investigation Overview
June 5, 2017 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Tembec Inc (USA) (OTCMKTS:TMBCF), was announced concerning whether the takeover of Tembec Inc. by Rayonier Advanced Materials Inc for $3.25 per share is unfair to OTCMKTS:TMBCF stockholders.
The investigation by a law firm concerns whether certain officers and directors of Tembec Inc (USA) breached their fiduciary duties owed to OTCMKTS:TMBCF investors in connection with the proposed acquisition.
On May 25, 2017, Rayonier Advanced Materials Inc. (NYSE: RYAM) and Tembec Inc. (TSX: TMB) today announced a definitive agreement under which Rayonier Advanced Materials will acquire Tembec. Tembec shareholders will have the right to elect to receive either (i) C$4.05 in cash or (ii) 0.2302 of a share of Rayonier Advanced Materials common stock, for each Tembec common share.
However, given that Fairfax Financial, a 19.99% shareholder of Tembec, has already advised that it is supportive of the transaction, the investigation concerns whether the offer is unfair to Tembec Inc (USA) (OTCMKTS:TMBCF stockholders. More specifically, the investigation concerns whether the Tembec Inc (USA) (OTCMKTS:TMBCF Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Tembec Inc reported that its Total Revenue rose from over 1.22 billion CAD for the 12 months period that ended on September 26, 2015 to over 1.3 billion CAD for the 12 months period that ended on September 24, 2016.