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Press release from CNW Group

Tembec announces exchange offer for 11.25% Senior Secured Notes due 2018

Wednesday, March 02, 2011

Tembec announces exchange offer for 11.25% Senior Secured Notes due 201813:33 EST Wednesday, March 02, 2011TEMISCAMING, QC, March 2 /CNW Telbec/ - Tembec Inc. (TSX: TMB TMB.WT) ("Tembec") announced today that its wholly-owned subsidiary, Tembec Industries Inc. (the "Company"), commenced its exchange offer to exchange up to US $255 million in aggregate principal amount of 11.25% Senior Secured Notes due 2018 registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of its outstanding US $255 million in aggregate principal amount of 11.25% Senior Secured Notes due 2018, which were issued in August 2010, in transactions exempt from registration under the Securities Act. As indicated previously, this exchange offer follows an undertaking by the Company to file an exchange offer registration statement with the U.S. Securities and Exchange Commission (the "SEC") with respect to the notes issued in August 2010 to allow for the notes to be sold without restrictions on transfer.The offer is scheduled to expire at 5:00 p.m., New York City Time, on March 31, 2011, unless further extended.A Form F-10 registration statement filed by the Company with the SEC regarding the exchange offer was declared effective by the SEC on March 1, 2011.This press release is neither an offer to sell nor the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful. A copy of the prospectus and other materials related to the exchange offer may be obtained from the Company at 800 René-Lévesque Boulevard West, Suite 1050, Montréal, Québec, Canada H3B 1X9, attention: Corporate Secretary.Tembec is a large, diversified and integrated forest products company which stands as the global leader in sustainable forest management practices. Tembec's principal operations are located in Canada and France. Tembec's common shares are listed on the Toronto Stock Exchange under the symbol TMB and warrants under TMB.WT. Additional information on Tembec is available on its website at www.tembec.com.This press release includes "forward-looking statements" within the meaning of securities laws.  Such statements relate, without limitation, to Tembec's or management's objectives, projections, estimates, expectations or predictions of the future and can be identified by words such as "may", "will", "could", "anticipate", "estimate", "expect" and "project", the negative or variation thereof, and expressions of similar nature.  Forward-looking statements are based on certain assumptions and analyses made by Tembec in light of its experience, information available to it and its perception of future developments. Such statements are subject to a number of risks and uncertainties, including, but not limited to, changes in foreign exchange rates, product selling prices, raw material and operating costs and other factors identified in our periodic filings with securities regulatory authorities. Many of these risks are beyond the control of Tembec and, therefore, may cause actual actions or results to materially differ from those expressed or implied herein. The forward-looking statements contained herein reflect Tembec's expectations as of the date hereof and are subject to change after such date. Tembec disclaims any intention to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable securities legislation.For further information: Patrick LeBel Vice President, General Counsel and Corporate Secretary Tel: 514-871-1473 patrick.lebel@tembec.com