Slaughter and May advised Tembec Inc. on the competition aspects of the proposed acquisition by Rayonier Advanced Materials Inc.

Slaughter and May advised Tembec Inc. (Tembec) on the Chinese merger filing in relation to the proposed acquisition of all outstanding shares of Tembec by Rayonier Advanced Materials Inc. (Rayonier), valued at approximately C$475 million. 

Announced on 25 May 2017, the transaction has now received clearance from China’s Anti-Monopoly Bureau of the Ministry of Commerce, Germany’s Federal Cartel Office, and the United States Department of Justice and the Federal Trade Commission have notified Tembec and Rayonier that the Hart-Scott-Rodino pre-merger notification waiting period was terminated. The transaction is expected to be completed in the fourth quarter of 2017.

Rayonier is offering a cash option of receiving C$4.75 per share (revised upwards from C$4.05 per share) in cash, valuing the company at approximately C$475 million, or 0.2542 Rayonier shares for each Tembec share.

Tembec is a Canadian manufacturer of forest products including lumber, paper, pulp and high purity cellulose listed on the Toronto Stock Exchange with principal operations in Canada and France. Rayonier is an American manufacturer of high purity cellulose specialties products and absorbent materials listed on the New York Stock Exchange with principal operations in the United States.

Slaughter and May worked closely with Stikeman Elliott LLP, Cahill Gordon & Reindel LLP and Dechert LLP in coordinating competition filings.