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UPDATE 1-Rayonier Advanced raises offer for Canada's Tembec to C$475 mln

(Adds deal details, background)

July 23 (Reuters) - Rayonier Advanced Materials said it raised its offer price for Canadian paper and cellulose pulp maker Tembec Inc to C$4.75 per share, valuing the deal at C$475 million ($378.6 million), excluding debt.

Oaktree Capital Management LP, Tembec's top shareholder which earlier opposed the deal, and another shareholder Bennett Management agreed to vote for the revised offer, Rayonier said.

Oaktree last week asked other shareholders to reject Rayonier's deal, terming it as a "flawed" sale process, and that there was a significant value gap between the offer price and the "real value" of Tembec.

Oaktree and Bennett together own about 37 percent of Tembec's outstanding shares.

Under the revised terms, Tembec shareholders could elect to receive either C$4.75 in cash or 0.2542 share of Rayonier common stock per Tembec common share, subject to proration so that about 67 percent of total consideration in cash and about 33 percent is paid in Rayonier common stock.

Rayonier, which makes high-value cellulose specialties fibers, said in May it would buy Tembec for C$4.05 per share, to expand into packaging and forest products. Including debt of $487 million, the deal was then valued at about $807 million.

The deal was already approved by Germany's federal cartel office in July.

Rayonier's latest offer price is at a premium of 11.5 percent to Tembec stock's Friday close and a 61 percent premium to its pre-offer closing price on May 24.

The revised terms were approved by the boards of both companies, Rayonier said late Sunday. ($1 = 1.2546 Canadian dollars) (Reporting by Sangameswaran S in Bengaluru; Editing by Gopakumar Warrier)