RAYONIER ADVANCED MATERIALS INC. (NYSE:RYAM) Files An 8-K Regulation FD DisclosureItem 7.01 Regulation FD Disclosure
On November 14, 2017, Tembec Inc., a corporation continued and existing under the laws of Canada ("Tembec"), issued a press release announcing the preliminary results of the elections made by Tembec shareholders regarding the form of consideration they wish to receive in connection with the proposed acquisition by Rayonier Advanced Materials Inc., a Delaware corporation (the "Company") of all of the outstanding common shares of Tembec (the "Arrangement") to the Arrangement Agreement, dated as of May24, 2017 (as amended to that certain Amending Agreement, dated as of July23, 2017, the "Arrangement Agreement"), by and between the Company and Tembec, and the Plan of Arrangement attached thereto (the "Plan of Arrangement"). The allocation of consideration will be subject to the proration procedures described in the Arrangement Agreement and Plan of Arrangement. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
This Current Report on Form 8-K contains statements concerning the timing of the closing of the Arrangement and the timing and receipt of applicable third party approvals, as well as other expectations, plans, goals, objectives, assumptions or information about future events, conditions, results of operations or performance that may constitute forward-looking statements or information under applicable securities legislation. Such forward-looking statements or information are based on a number of assumptions, which may prove to be incorrect. In addition to other assumptions identified in this Current Report on Form 8-K, assumptions have been made regarding, among other things, the timing of the closing of the Arrangement and the receipt of applicable third party approvals.
Although the Company believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because the Company can give no assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated and described in the forward-looking statements or information. These risks and uncertainties include the risks that the conditions to the Arrangement will not be satisfied or the Arrangement will not close on the terms expected.
The forward-looking statements or information contained in this Current Report on Form 8-K are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
RAYONIER ADVANCED MATERIALS INC. ExhibitEX-99.1 2 pressrelease.htm Exhibit 99.1 PRESS RELEASE Tembec Announces Preliminary Results of Consideration Elections in Connection with Transaction MONTREAL,…To view the full exhibit click here About RAYONIER ADVANCED MATERIALS INC. (NYSE:RYAM) Rayonier Advanced Materials Inc. is engaged in producing cellulose specialties. The Company’s product lines include cellulose specialties and commodity products. These products are sold throughout the world to companies for use in various industrial applications and to produce a range of products, including cigarette filters, foods, pharmaceuticals, textiles and electronics. The Company also produces commodity products, primarily commodity viscose and absorbent materials. The Company produces various forms of cellulose specialties products, such as cellulose acetate and high-purity cellulose ethers, and is a supplier of these products. Its production facilities in Jesup, Georgia and Fernandina Beach, Florida, have a combined annual cellulose specialties production capacity of approximately 485,000 metric tons of cellulose specialties and over 245,000 metric tons to commodity products.