Jan 30, 2008. /Lesprom Network/. Tembec announced that it has mailed to registered shareholders of Tembec and registered holders of notes of Tembec Industries a management proxy circular relating to the proposed recapitalization transaction. The proxy circular provides details concerning the Meeting of Noteholders and the Special Meeting of Shareholders to be held on February 22, 2008 for the purpose of voting on matters related to the approval of the recapitalization. The Proxy Circular also contains background, details and other material information concerning the recapitalization, including an opinion from Tembec's financial advisors, BMO capital markets, that the recapitalization is fair, from a financial point of view, to Tembec. The boards of directors of Tembec and Tembec Industries unanimously recommend that shareholders and noteholders vote in favour of the resolutions to approve the recapitalization. Tembec is a large, diversified and integrated forest products company.