Attention Business/Financial Editors:
Clearwater Seafoods Income Fund Announces Going Private Transaction with
Partnership Consortium Led by Clearwater Fine Foods Inc.
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
HALIFAX, Aug. 14 /CNW/ - Clearwater Seafoods Income Fund (the "Fund")
(TSX: CLR.UN) announced today that it has entered into a transaction agreement
(the "Agreement") with CS Acquisition Limited Partnership ("CS LP"), a
partnership owned by a consortium (the "Consortium") led by Clearwater Fine
Foods Inc. ("CFFI"). Under the terms of the Agreement, CS LP will acquire all of
the partnership units (other than those units now held by CFFI, other members of
the Consortium and certain other interested and/or related parties
(collectively the "Interested Unitholders")) of Clearwater Seafoods Limited
Partnership ("Clearwater LP"), a subsidiary of the Fund, which will result in
the Fund's unitholders receiving $4.50 per unit in cash (the "Consideration").
The $4.50 per unit purchase price will be paid to the Fund's unitholders (other
than members of the Consortium) by way of a redemption of the Fund's
outstanding units.
This transaction is the outcome of a comprehensive review of strategic
alternatives conducted by a Special Committee of the Board of Trustees of the
Fund, whose members are independent of CFFI. The price of $4.50 per unit
represents a 32% premium over the volume weighted average trading price for the
Fund's units on the Toronto Stock Exchange for the previous 20 trading days, and
is within the valuation range established by BMO Capital Markets, the
independent valuator retained by the Special Committee. BMO Capital Markets has
provided an oral opinion to the Board of Trustees that the Consideration is
fair, from a financial point of view to the Fund's
unitholders, other than the Interested Unitholders. Based on the recommendation
of its Special Committee, the Board of Trustees has unanimously resolved to
recommend that unitholders approve the transaction. The Fund will issue a
management information circular, which will contain its recommendation to
unitholders together with a copy of the formal valuation and fairness opinion.
"This all cash transaction represents an excellent opportunity for the Fund's
unitholders to realize a significant premium on their units, given the
challenging conditions facing the Fund and the changes in the Canadian public
markets related to income trusts," commented Tom Traves, Chairman of the Fund.
Mr. Traves continued, "The Special Committee and the full Board of the Fund
unanimously support the transaction".
The completion of the transaction is subject to the approval of the Fund's
unitholders at a special meeting which is expected to be held on or about
September 22, 2008. The transaction must be approved by the holders of units
representing two thirds or more of the units represented at the meeting and by
the holders of 50% or more of the units represented at the meeting not held by
the Interested Unitholders. Members of the Consortium currently own securities
representing an approximate 68% interest in Clearwater LP. Each of the members
of the Consortium has signed an undertaking in favour of the Fund, pursuant to
which it has agreed to vote its units and special trust units in favour of the
transaction, subject to the terms and conditions thereof. The completion of the
transaction is also subject to the approval of the redemption right in respect
of the convertible debentures by two thirds or more of the holders of the
convertible debentures (the "Debentureholders") of each series of debentures
represented at a meeting, which is also expected to be held on or about
September 22, 2008. The redemption right will provide the Fund with a right to
redeem all of the outstanding 7% convertible unsecured debentures and 2007 7.25%
convertible unsecured debentures for 101% of their respective face amounts,
which will be paid to Debentureholders on closing.
CS LP has represented to the Fund that it has obtained equity and debt financing
commitments for the transaction contemplated by the Agreement, the aggregate
proceeds of which will be sufficient to pay the aggregate Consideration and
related fees and expenses. Completion of the transaction is subject to various
conditions precedent set out in the Agreement including the approval of the
transaction by the Fund's unitholders and the approval of the redemption right
by the Debentureholders. Subject to the satisfaction or waiver to such
conditions of closing, the Fund and CS LP expect to close the transaction in
early October, 2008.
Glitnir Capital Corporation (New York) and TD Securities Inc. are acting as
financial advisors to CFFI in connection with this transaction and Glitnir Banki
hf is participating in the debt financing.
Commentary regarding forward looking statements
This news release may contain forward-looking statements, including in
connection with the transactions contemplated by the Agreement. Such statements
involve known and unknown risks, uncertainties, and other factors outside
management's control including, but not limited to, total allowable catch
levels, selling prices, weather, exchange rates, fuel and other input costs and
the completion of the transactions contemplated in the Agreement, that could
cause actual results to differ materially from those expressed in the
forward-looking statements. The Fund does not assume responsibility for the
accuracy and completeness of the forward-looking statements and does not
undertake any obligation to publicly revise these forward-looking statements to
reflect subsequent events or circumstances.
About Clearwater
Clearwater is recognized for its consistent quality, wide diversity and reliable
delivery of premium seafood, including scallops, lobster, clams, coldwater
shrimp, crab and ground fish.
Since its founding in 1976, Clearwater has invested in science, people,
technology, resource ownership and resource management to preserve and grow its
seafood resource. This commitment has allowed it to remain a leader in the
global seafood market.
For further information: Robert Wight, Chief Financial Officer, Clearwater,
(902) 457-2369; Tyrone Cotie, Director of Corporate Finance and Investor
Relations, Clearwater, (902) 457-8181.
Clearwater Seafoods Income Fund Announces Going Private Transaction with Partnership Consortium Led by Clearwater Fine Foods Inc.
| Quelle: Clearwater Finance Inc.