TORONTO, Oct. 11 /CNW/ - E.D. Smith Income Fund (the "Fund") (TSX; JAM:
UN) announced today that at a special meeting held in Toronto on October 11,
2007, Unitholders of the Fund voted in favour of a special resolution
authorizing, among other things: (a) the sale of all of the indirect operating
investments of the Fund by E.D. Smith Operating Trust (the "Trust") and E.D.
Smith Limited Partnership (the "Partnership") to 0795167 B.C. Ltd., a
wholly-owned subsidiary of TreeHouse Foods, Inc., pursuant to a purchase and
sale agreement (the "Purchase Agreement") dated June 24, 2007 (as amended)
made among the Fund, the Trust, the Partnership, TreeHouse Foods, Inc. and
0795167 B.C. Ltd.; and (b) amendments to the Declaration of Trust of the Fund
to, among other things, provide for the redemption of Units by the Fund.
Closing of the transaction contemplated by the Purchase Agreement is
expected to occur during the week of October 15, 2007. The proceeds from the
sale will be paid to Unitholders by way of a special distribution and the
redemption of their Units shortly after Closing. The Fund anticipates that
Unitholders will receive an aggregate payment of $9.055 per Unit, which will
include $0.025 representing the pro rata portion of the normal monthly
distribution of the Fund for October, 2007.
An amount from the sale proceeds equal to $0.12 per Unit will be
deposited into escrow with a third party escrow agent at Closing as a reserve
against unforeseen costs, expenses and liabilities. The Fund and TreeHouse
have agreed to use their respective best efforts to determine whether any of
the escrow amount is required to pay unforeseen liabilities within 45 days of
Closing. Any portion of the escrow amount which is not required to pay
unforeseen liabilities will be paid as soon as practicable following the
release of such amount from escrow to Unitholders of record on the redemption
date as part of the redemption price for their Units.
About E.D. Smith Income Fund
E.D. Smith Income Fund is an unincorporated, open-ended, limited purpose
trust that owns E.D. Smith & Sons, Limited and its subsidiaries. E.D. Smith is
a leading manufacturer of a broadly diverse portfolio of high quality branded
and private label food products. E.D. Smith, founded in 1882, markets and
distributes its products to the food retail and foodservice markets in Canada
and the U.S. The Company's products range from fruit-based products, which
include jams (including preserves, jellies, marmalades and spreads), pie
fillings, and ketchup, to sauces, which include pasta sauces, salsa, barbeque
sauces, specialty sauces and syrups, to pourable and spoonable salad dressings
For further information about the Company, please visit our Internet site
Forward Looking Statements
This press release includes certain forward-looking statements including,
without limitation, statements concerning the Fund's expectations with respect
to the payment of a Special Distribution, the redemption of all of the Units,
the winding up of the affairs of the Fund and projected costs. Forward-looking
statements generally can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "intend," "estimate,"
"anticipate," "believe," "should," "plans," or "continue" or the negative
thereof or variations thereon or similar terminology. Although the Fund
believes that the expectations reflected in such forward-looking statements
are reasonable, it can give no assurance that such expectations will prove to
be correct. These forward-looking statements are subject to a number of risks
and uncertainties, and actual results could differ materially from those
anticipated in these forward-looking statements.
For further information:
For further information: Bruce Smith, Executive Vice President & CFO, E.
D. Smith Income Fund, Tel: (905) 643-1211 ext. 5220, firstname.lastname@example.org;
Trevor Heisler, Investor Relations, The Equicom Group Inc., Tel: (416)
815-0700 ext. 270, email@example.com