/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
HALIFAX, Sept. 22 /CNW/ - Clearwater Seafoods Income Fund (the "Fund")
(TSX: CLR.UN. CLR.DB, CLR.DB.A) announced that earlier today, its unitholders
overwhelmingly approved the previously announced transaction pursuant to which
CS Acquisition Limited Partnership, a partnership owned by a consortium led by
Clearwater Fine Foods Inc., will acquire the business of the Fund and the Fund
will redeem all of its outstanding trust units, other than certain trust units
beneficially owned by members of the consortium, for cash consideration of
$4.50 per trust unit. The resolution was overwhelmingly approved by
unitholders represented at the meeting as well as by a majority of the units
represented at the meeting that are not held by members of the consortium and
certain other interested and/or related parties. The $4.50 per trust unit will
be paid to unitholders without any further action on their part upon the
closing of the transaction, which remains subject to the satisfaction or
waiver of various conditions, which are set forth in the transaction agreement
between the parties entered into on August 14, 2008 (a copy of which can be
obtained at www.sedar.com). The transaction is currently expected to close in
early October, 2008.
The Fund also announced that although holders of each series of the
Fund's convertible debentures represented at the meeting of debentureholders
to be held earlier today had deposited proxies overwhelmingly in favour of the
debentureholder resolution to be considered at the meeting, the meeting had to
be adjourned due to a lack of quorum. Under the trust indenture governing the
debentures, quorum is 25% of the principal amount of the debentures
outstanding. The meeting will be reconvened on October 6, 2008 at 11:00 a.m.
(Atlantic time) at which time in accordance with the trust indenture the
debentureholders represented in person or by proxy will constitute a quorum
regardless of whether the 25% threshold is met. Notice of the adjourned
meeting will be mailed to debentureholders of record as of August 22, 2008,
the record date for the meeting. As described in the management information
circular relating to the meeting, Debentureholder are being asked to approve
an extraordinary resolution that would result in the Fund redeeming all of the
outstanding debentures for a redemption price of 101% of the principal amount
of each debenture, plus accrued and unpaid interest to but excluding the
closing date for the transaction.
It is expected that the going private transaction will close shortly
after the October 6th adjourned debentureholder meeting.
Commentary regarding forward-looking statements
This news release may contain forward-looking statements, including in
connection with the transactions contemplated by the transaction agreement.
Such statements are subject to known and unknown risks, uncertainties, and
other factors outside management's control that could cause actual results to
differ materially from those expressed in the forward looking statements,
including, but not limited to, that the parties will not satisfy (or waive)
the closing conditions of the transaction and/or that the transactions
contemplated by the transaction agreement will not be successfully completed
for any reason. These statements are also based on various assumptions,
including that the various closing conditions set forth in the transaction
agreement will be satisfied or waived and that the transaction will close. 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, other than as required by applicable laws.
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:
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