Andlauer Management Group Inc. announces intention to make offer for $11.75 per Unit in cash for ATS Andlauer Income Fund; Unitholders representing 56.0% of the outstanding Units support the deal



    TORONTO, Oct. 15 /CNW/ - Andlauer Management Group Inc. ("AMG") announced
today that, following its previously announced proposal to the Board of
Trustees of ATS Andlauer Income Fund ("ATS") (TSX: ATS.UN) to acquire all of
the units (the "Units") of ATS not owned by AMG or its affiliates, AMG now
intends to make an offer (the "Offer") to unitholders, through an acquisition
entity (the "Offeror"), to acquire all Units not owned by AMG or its
affiliates at a price per Unit of $11.75 in cash. Further, the Offeror has
entered into lock-up agreements (the "Lock-up Agreements") whereby certain
institutional investors, certain members of senior management of ATS and other
unitholders (the "Lock-up Unitholders") have agreed to tender the Units held
by them (or over which they exercise control and direction) to the Offer,
subject to certain conditions.
    The Lock-up Unitholders who have agreed to tender Units to the Offer
pursuant to the Lock-up Agreements collectively hold (or exercise control or
direction over) 3,509,088 Units representing approximately 30.7% of the
outstanding Units (on a fully diluted basis). AMG directly or indirectly holds
568,406 Units and 2,316,442 securities exchangeable for Units which represents
approximately 25.3% of the outstanding Units (on a fully diluted basis).
Accordingly, the Units covered by the Lock-up Agreements and the Units or
securities convertible into Units held directly or indirectly by AMG represent
approximately 56.0% of the outstanding Units (on a fully diluted basis).
    Full details of the Offer will be provided in a take-over bid circular
expected to be provided to unitholders by the end of October. Completion of
the Offer will be conditional on, among other things: (i) deposit to the Offer
of Units that represent (a) together with Units (and securities exchangeable
for Units) held by the Offeror and its affiliates, more than 66 2/3rds of the
outstanding Units and (b) at least a majority of the Units, the votes attached
to which would be included under applicable Canadian securities laws for the
purpose of determining minority approval of certain transactions, in each case
on a fully diluted basis; and (ii) the unitholder rights plan (the "Rights
Plan") put in place by the Board of Trustees on August 12, 2008 being waived
by the Board of Trustees in respect of the Offer or otherwise rendered
ineffective. In accordance with the requirements of applicable Canadian
securities laws, the take-over bid circular will include a copy of the formal
valuation (the "Valuation") of the Units prepared under the supervision of a
special committee of the Board of Trustees by a valuator selected by the
special committee. AMG has received a copy of the Valuation which discloses
that, in the opinion of the valuator (and subject to the assumptions,
qualifications and limitations contained therein), the fair market value of
the Units is in the range of $12.50 to $14.50 per Unit.
    The Offer represents a premium of 24.3% from the closing price of the
Units on the TSX on August 8, 2008 (the last trading day before AMG made
public its proposal to the Board of Trustees). AMG believes this is a
compelling offer, made at an attractive premium that will provide unitholders
with the opportunity to receive cash proceeds for their investment.

    Lock Up Agreements

    AMG has entered into Lock-up Agreements with 13 parties whereby the
Lock-up Unitholders have agreed to tender all Units held by them, or over
which they exercise control or direction, to the Offer. Six members of senior
management have executed Lock-up Agreements. Under the terms of the Lock-up
Agreements, the Lock-up Unitholders have the right to support or tender their
Units to another transaction which exceeds the price or value under the Offer,
subject to the right of the Offeror to match such transaction in accordance
with the terms of such agreements. The Lock-up Agreements constitute
"Permitted Lock-up Agreements" within the meaning of the Rights Plan. Copies
of the Lock-up Agreements are available for review at www.sedar.com.
    AMG does not intend to support any alternative transaction.
    AMG is a company controlled by Michael Andlauer, the President and Chief
Executive Officer of the General Partner of ATS Andlauer Transportation
Services Limited Partnership ("ATS Andlauer LP"). AMG's office is located at
Suite 600, 190 Atwell Drive, Etobicoke, Ontario M9W 6H8. ATS is an open-ended
trust that holds, indirectly, securities of ATS Andlauer LP. AMG owns directly
or indirectly Units of ATS or other securities exchangeable for Units of ATS
which, assuming the exchange of such securities, would represent approximately
25.3% of the outstanding Units.
    ATS's units trade on the Toronto Stock Exchange under the symbol ATS.UN.

    This press release does not constitute an offer to purchase any
securities. Any such offer will be made pursuant to the take-over bid circular
referred to above. Certain statements contained in this press release
concerning AMG's objectives, goals, strategies, intentions, plans, beliefs,
expectations and estimates, and the business, operations, financial
performance and condition of ATS are forward-looking statements. The words
"believe", "expect", "intend", "may", "anticipate", "will", "would" and
similar expressions and the negative of such expressions are intended to
identify forward-looking statements, although not all forward-looking
statements contain these identifying words.
    These forward-looking statements are not based on historical facts, but
rather on current expectations, assumptions and projections about future
events including interest rates, expected growth, market conditions, business
prospects and opportunities. While AMG considers these factors and assumptions
to be reasonable based on information currently available, they may be proven
to be incorrect.
    Known and unknown factors could cause actual results to differ materially
from those projected in the forward-looking statements. Such factors include,
but are not limited to, failure to satisfy the terms and conditions of the
Offer; risks related to the structure of ATS and tax related risks; general
economic conditions; the competitive environment; reliance on major customers
and contract renewals; dependence on personnel; labour relations; insurance
matters; reliance on information technology; reliance on third party
transportation providers; exposure to litigation; weather conditions; the
regulatory environment; environmental considerations; potential unknown
liabilities; capital expenditures; leverage and restrictive covenants;
availability of future financing; ability to sustain and manage growth;
dependence on external funding sources; and liability and other claims
asserted against ATS. A number of these risks, and additional risks, are
described in ATS's Annual Information Form dated March 28, 2008 for the
year-ended December 31, 2007, which is available for review at www.sedar.com.
Given these uncertainties, readers are cautioned not to place undue reliance
on such forward-looking statements.
    All of the forward-looking statements made in this press release are
qualified by these cautionary statements, and there can be no assurance that
the actual results or developments will be realized. Forward-looking
statements are given only as at the date hereof and AMG disclaims any
obligation to update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by
applicable law.





For further information:

For further information: please contact Peter Jelley at National Bank
Financial Inc. at (416) 869-6509. To obtain a copy of the report filed with
the Canadian securities regulatory authorities in connection with this press
release or the Lock-up Agreements, please contact Andrea Brewer at (416)
216-1917.

Organization Profile

ANDLAUER MANAGEMENT GROUP INC.

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890