TORONTO, Sept. 25 /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 entered into a transaction agreement (the "Agreement") to sell its
operating businesses to an affiliate of Centre Partners Management, LLC
("Centre Partners"). Centre Partners, established in 1986, is a leading middle
market private equity firm with offices in New York and Los Angeles.
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.
Going Private Transaction
The price of C$8.50 per unit represents a 36% premium over the recent
closing price for the Fund's units and a 36% premium over the volume weighted
average trading price for the Fund's units on the Toronto Stock Exchange for
the previous 20 trading days. The Trustees of the Fund have unanimously
approved the transaction and resolved to recommend that unitholders approve
the transaction. The Board of Trustees engaged Genuity Capital Markets as
financial advisor to the Fund and Genuity Capital Markets has provided a
fairness opinion that as of the date hereof, 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 Fund will issue a management
information circular, which will contain its recommendation to unitholders
together with a copy of the fairness opinion.
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 November 10, 2008. The transaction must be approved by the holders of
units representing two thirds or more of the units represented at the meeting.
The completion of the transaction is subject to other closing conditions
including the receipt of certain regulatory approvals. Centre Partners has
represented to the Fund that it has obtained financing commitments for the
transactions contemplated by the Agreement, the proceeds of which will be
sufficient to pay the aggregate sale consideration and related fees and
expenses. Subject to the satisfaction of the closing conditions, including
approval by the unitholders, the Fund and Centre Partners expect to close the
transaction in mid-November 2008.
The Agreement contains 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"). After the end of the go shop
period, the Fund will not be permitted to solicit third party proposals.
However, it will maintain the ability in certain circumstances to respond to
unsolicited offers and to complete negotiations already in progress.
The Fund may terminate the Agreement under certain circumstances,
including if the Board of Trustees determines in good faith that it has
received a Superior Proposal (as provided in the Agreement). If the Fund
terminates the Agreement in order to accept a Superior Proposal, it must pay
fees and expenses of up to C$15.5 million to Centre Partners if such
termination occurs during the go shop period and up to C$24.1 million if such
termination occurs following the go shop period. Centre Partners will have a
right to match any Superior Proposal. The Agreement also provides that in
certain circumstances where the purchaser fails to complete the transaction as
required, the purchaser would be required to pay the Fund a "reverse break
fee" of approximately C$20.6 million or, in other circumstances, would be
required to pay the Fund's expenses. Centre Partners has guaranteed the
payment of the reverse break fee or the expenses, as applicable.
"This all cash transaction represents an excellent opportunity for the
Fund's unitholders to realize a significant premium on their units given the
changes in the Canadian public markets related to income trusts while also
preserving the opportunity for even greater value during the go shop process,"
commented Bernard Valcourt, Chairman of the Fund.
The Fund expects that monthly distributions will continue to be paid in
the ordinary course until the close of the transaction.
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
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
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.
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