/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
ST. JOHN'S, March 11 /CNW/ - FP Resources Limited (the "Company")
announced that at a special meeting of the shareholders of the Company held
today, the shareholders approved proceeding with a restructuring transaction
(the "Restructuring Transaction") that will enable shareholders to receive a
cash amount of $17.19 per share or, at their election, to continue their
investment in the Company in its new form as an investment holding company.
The Restructuring Transaction is anticipated to be completed on or about
March 19, 2008.
The Restructuring Transaction will involve the continuance of the Company
under the Canada Business Corporations Act ("CBCA") and the amalgamation of
the Company with 6916716 Canada Inc., a newly incorporated wholly-owned
subsidiary ("Subco"), in accordance with the terms and conditions set out in
an amalgamation agreement entered into by the Company and Subco dated February
13, 2008. The amalgamated entity ("Amalco") will carry on the investment
holding activities of the Company under the name "FP Resources Limited".
Under the Restructuring Transaction, each shareholder has the right to
elect either (i) to receive one redeemable preference share of Amalco ("Amalco
Redeemable Share") for every one common share of the Company currently held
(which Amalco Redeemable Share will be redeemed by Amalco for $17.19 in cash
on the day following the effective date of the amalgamation), or (ii) to
receive one common share of Amalco for every 1,000 common shares of the
Company currently held.
Computershare Investor Services Inc. acted as scrutineer at the special
meeting of shareholders of the Company held today and reported that 73.94% of
the total issued and outstanding shares as at the record date voted in person
or by proxy at the special meeting. Of the total number of shares voted,
99.99% voted for the special resolution approving the continuance of the
Company under the CBCA and 0.01% voted against. Of the total number of shares
voted, 99.99% voted for the special resolution approving the amalgamation
agreement and the amalgamation of the Company and Subco pursuant to section
181 the CBCA as did 99.97% of the common shares voted at the meeting excluding
those held by (i) Clearwater Fine Foods Incorporated, (ii) Sanford Limited,
(iii) Glitnir Banki hf, (iv) a related party of a person described in (i),
(ii) or (iii), and, (v) any person acting jointly or in concert with, the
About FP Resources Limited: The Company is a Newfoundland and
Labrador-based investment holding company whose principal assets are cash and
Certain information regarding the Company contained herein may constitute
forward-looking statements within the meaning of applicable securities laws.
Forward-looking statements may include estimates, plans, expectations,
opinions, forecasts, projections, guidance or other statements that are not
statements of fact. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. The Company
cautions that actual performance will be affected by a number of factors, many
of which are beyond the Company's control, and that future events and results
may vary substantially from what the Company currently foresees. Discussion of
the various factors that may affect future results is contained in the
management information circular filed in connection with the special meeting
of shareholders held on March 11, 2008 which is available at www.sedar.com.
The Company's forward-looking statements are expressly qualified in their
entirety by this cautionary statement.
For further information:
For further information: Bev Evans, Chief Financial Officer, (709)