TORONTO, July 24 /CNW/ - Alliance Grain Traders Income Fund (the "Fund")
(TSX-V:AGT.UN) is pleased to announce that its operating company Alliance
Pulse Processors Inc. ("Alliance") has entered into formal agreements for the
acquisition of Pulse Depot Rosetown Inc. ("Pulse Depot"), a leading pulse and
special crops processor located in Rosetown, Saskatchewan.
The formal agreements supersede the letter of intent announced in the
Fund's press release of June 3, 2008. The formal agreements grant to the
direct and indirect shareholders of Pulse Depot (the "Vendors") the right,
exercisable on August 1, 2008, to require Alliance to purchase all of the
shares of Pulse Depot owned by the Vendors (the "Put Rights"). In the case of
shares of Pulse Depot held by the Vendors' holding companies, the Put Right
allows the relevant Vendors to require Alliance to purchase all of the issued
and outstanding shares of such holding companies. If all of the Put Rights are
not exercised by August 1, 2008, then instead of purchasing any shares of
Pulse Depot Alliance will have the right, exercisable from August 2 to
August 31, 2008, to require Pulse Depot to sell to Alliance all of the
business and property of Pulse Depot. In either case, the purchase price will
be $8,500,000 subject to adjustment for such things as the current assets,
inventory, pre-paid expenses, accounts receivable, cash on hand, accounts
payable and long-term debt of Pulse Depot as determined before closing.
$715,000 of the purchase price is payable by the issuance of 55,000 units of
the Fund issued at a deemed value of $13.00 per unit, and the rest is payable
in cash or by the assumption of certain debts of Pulse Depot.
Completion of the transaction is subject to a number of conditions,
including the receipt of all necessary creditor and stock exchange approvals
and the completion of satisfactory due diligence reviews, in addition to
customary closing conditions. The transaction was negotiated at arm's length
and is scheduled to close on or about August 1, 2008.
There can be no assurance that the transaction will be completed as
proposed or at all. The Fund expects to incur legal, accounting, financial
advisory and regulatory costs in connection with the transaction. The Fund
will be liable for these costs even if the transaction is not completed.
About Pulse Depot
Pulse Depot, a private Saskatchewan company, owns and operates a pulse
and special crops processing facility in Rosetown, Saskatchewan. Its business
is currently focused on lentils, canary seed, peas and chickpeas. Pulse
Depot's plant is one of the two pulse processing plants in Rosetown, the other
plant being already owned by the Fund through Alliance's Saskcan Rosetown
About the Fund
The Fund is an income trust which derives its income from the operations
of its operating subsidiary, Alliance. Alliance is engaged in the business of
sourcing and processing (cleaning, splitting, sorting and bagging) specialty
crops, primarily for export markets. The Fund's companies in Canada, U.S. and
Australia handle the full range of pulses and specialty crops including
lentils, peas, chickpeas, beans and canary seed through six processing plants.
Certain statements in this press release are forward-looking statements.
The reader is cautioned that assumptions used in the preparation of such
information, although considered reasonable by the Fund at the time or
preparation, may prove to be incorrect.
Forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of the Fund (including its operating subsidiaries) to be
materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Such risks and
uncertainties include, among others, the actual results of harvests,
fluctuations in the price of lentils and other crops, failure of plant,
equipment or processes to operate as anticipated, accidents, or labour
disputes, risks relating to the integration of acquisitions or to
international operations, as well as those factors referred to in the section
entitled "Risk Factors" in the prospectus of the Fund dated December 30, 2004
which is available on SEDAR at www.sedar.com, and which should be reviewed in
conjunction with this document. Although the Fund has attempted to identify
important factors that could cause actual actions, events or results to differ
materially from those described in forward-looking statements, there may be
other factors that cause actions, events or results not to be as anticipated,
estimated or intended. There can be no assurance that forward-looking
statements will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
For further information:
For further information: Murad Al-Katib, Chairman of the Board of
Trustees, Alliance Grain Traders Income Fund, President and CEO, Alliance
Pulse Processors, Tel: (306) 525-4490, Email: email@example.com