Connors Bros. Income Fund Announces Amended Transaction Agreement



    TORONTO, Oct. 15 /CNW/ - Connors Bros. Income Fund (TSX: CBF.UN) (the
"Fund"), whose subsidiaries market consumer food products under brands such as
Bumble Bee(R), Clover Leaf(R), Brunswick(R), and Sweet Sue(R), today announced
that it has amended the transaction agreement (the "Amendment") to sell its
operating businesses (the "Transaction") to an affiliate of Centre Partners
Management LLC ("Centre Partners"). The Amendment seeks to increase the
certainty of completing the Transaction by providing for increased expense
reimbursement in certain circumstances, which will allow Centre Partners to
improve the dependability of its financing arrangements. In addition, the Fund
gave permission for Centre Partners to contact certain of the Fund's
unitholders in order to determine their support of the Transaction.

    Background

    On September 25th, 2008 the Fund announced that it had entered into a
transaction agreement (the "Agreement") to sell its operating businesses to
Centre Partners. Under the terms of the Agreement, Centre Partners will
acquire the operating subsidiaries controlled by the Fund, which will result
in the Fund's unitholders receiving C$8.50 per unit in cash. The C$8.50 per
unit price will be paid to the Fund's unitholders by way of a distribution on
and redemption of the Fund's outstanding units. The Agreement includes a
45-day go-shop provision pursuant to which the Fund has the right to solicit
and engage in discussions and negotiations with respect to potential competing
proposals, until a date no later than November 9, 2008 (referred to as the "go
shop period"). The Fund's financial advisor, Genuity Capital Markets, provided
a fairness opinion that as of September 25th, 2008 the consideration to be
received by the unitholders in connection with the Transaction is fair, from a
financial point of view, to the unitholders.

    The Amended Agreement

    The Fund has been advised that certain unitholders have been contacted by
Centre Partners in order to determine their support of the Transaction. In
addition, Centre Partners anticipates entering into Canada/US currency hedge
agreements as a way to provide greater certainty with respect to the purchase
price and closing of the Transaction in light of recent volatility in the
financial markets.
    Under the terms of the Amendment, which only become operative should
Centre Partners enter into one or more currency hedge agreements, if the Fund
terminates the Agreement in order to accept a superior proposal during the
go-shop period, it must pay fees and expenses of up to C$15.5 million plus
Centre Partners' cost to enter into currency hedge agreements of up to
US$7.5 million. Also, if Centre Partners terminates the agreement due to a
breach by the Fund of its representations, warranties or covenants in the
Agreement, it must pay Centre Partners' expenses of up to C$2.5 million plus
the cost of any currency hedge agreements up to US$7.5 million. The fees and
expenses payable under these circumstances prior to the Amendment did not
include the cost of any currency hedge.
    All other terms and conditions of the Agreement remain in full force and
effect. The Fund has scheduled the special meeting of the unit holders for
November 10, 2008 and a circular and proxy for the meeting have been mailed to
unitholders. The transaction is anticipated to close in mid-November.

    Forward Looking Statements

    Certain statements contained or incorporated by reference in this news
release constitute forward-looking statements. The use of any of the words
"anticipate," "continue," "estimate," "expect," "may," "will," "project,"
"should," "believe" and similar expressions are intended to identify
forward-looking statements. These statements are based on, but not limited to,
management's assessment of such factors as expected consumer demand, resource
supply, and competitive environment. These statements involve known and
unknown risks, uncertainties and other factors, including those described in
the Annual Information Form of the Fund under "Risk Factors" that may cause
actual results or events to differ materially from those anticipated in such
forward-looking statements. The Fund believes the expectations reflected in
the forward-looking statements are reasonable but no assurance can be given
that these expectations will prove to be correct and such forward-looking
statements included in, or incorporated by reference into, this news release
should not be unduly relied upon. These statements speak only as of the date
of this news release. The Fund does not undertake any obligation to publicly
update or revise any forward-looking statements, except as required by
securities laws.

    About Connors Bros. Income Fund

    Connors Bros. Income Fund indirectly owns, through its subsidiaries, a
100% interest in Clover Leaf Seafoods, L.P. and Bumble Bee Foods, LLC.
Together, these two operating companies comprise North America's largest
branded seafood company, offering a full line of canned tuna, salmon, sardine
and specialty seafood products, marketed under leading brands including Clover
Leaf(R), Bumble Bee(R), Brunswick(R), Snow's(R) and Beach Cliff(R), as well as
a full-line of canned chicken products in the U.S. under the Sweet Sue(R)
brand names. For further information, please visit the Fund's website at
www.connors.ca.

    About Centre Partners

    Centre Partners, founded in 1986, is a leading private equity firm with a
middle market focus. Centre Partners' Managing Directors have invested over
$3 billion in more than 90 companies. With offices in New York City and Los
Angeles, the firm is currently investing through its fifth fund, which has
approximately $880 million of committed capital. Centre Partners has deep
investment expertise covering consumer, healthcare, industrial products and
services, financial services, energy, media, restaurants, retail, and aviation
services. Additional information is available at www.centrepartners.com.
    %SEDAR: 00016892E




For further information:

For further information: Kent McNeil, Executive Vice President & Chief
Financial Officer, Connors Bros., Ltd., (858) 715-4076; Media Contact: Della
Sweetman or Jamie Marie Leicht, Fleishman-Hillard, (619) 237-7700, Ext. 721 or
711

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CONNORS BROS. INCOME FUND

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