TORONTO, July 17 /CNW/ - General Donlee Income Fund (the "Fund",
TSX-GDI.UN, TSX-GDI.DB) announced today that its wholly-owned subsidiary,
General Donlee Limited (the "Company") has received an unsolicited,
non-binding expression of interest from an arm's-length third party (the
"Offeror") for the potential acquisition of all of the Company's assets or
outstanding shares, subject to the fulfillment of certain conditions,
including satisfactory completion of due diligence, negotiation of a
definitive purchase agreement and receipt of all necessary securityholder,
government and regulatory approvals (the "Expression of Interest").
The trustees of the Fund (the "Trustees") have considered the terms of
the Expression of Interest and concluded that the Expression of Interest is
not acceptable on its current terms. While preliminary analysis suggests that
the consideration contemplated in the Expression of Interest represents a
modest premium over the purchase price of $8.75 (the "Purchase Price") per
unit ("Unit") at which the Fund is currently offering to purchase Units under
its on-going substantial issuer bid (the "Issuer Bid"), the Trustees have
determined that the terms and conditions of the Expression of Interest are not
acceptable and not in the best interests of the Fund or its securityholders.
The Trustees anticipate that the Fund will communicate further with the
Offeror. If negotiations commence, they may or may not lead to the conclusion
of a binding agreement. The timing and outcome of any such discussions are not
known and the sale of the Company's assets or shares is not assured.
In light of this change, the Trustees will be filing and delivering a
Notice of Change, advising of the receipt of the Expression of Interest. The
Notice of Change will be delivered to all securityholders to whom the Offer
and previous Notice of Extension were delivered who have not already tendered
their Units to the Issuer Bid and been paid for such Units, in accordance with
applicable securities laws. The Fund had previously announced that it had
taken-up a total of 824,867 Units tendered to the Issuer Bid as of 5:00 p.m.
(Eastern) on July 7, 2008 and extended the Issuer Bid until July 23, 2008. The
Issuer Bid will be extended for 10 days from the date of the new Notice of
Change which is anticipated to be mailed early next week and the Issuer Bid is
now anticipated to expire on or about August 1, 2008.
Neither the Fund nor the Trustees makes any recommendation to
securityholders as to whether to tender or refrain from tendering their Units
to the Issuer Bid. Unitholders are strongly encouraged to review the Offer,
the Notice of Extension and the Notice of Change carefully and to consult with
their financial and tax advisors prior to making any decision with respect to
the Issuer Bid.
The Fund is a trust established to hold the securities of the Company,
which is a leading diversified manufacturer of precision-machined products for
the military, commercial and general aerospace industries and also is a
specialist in the manufacture of precision-machined products for the
industrial products and power generation industries.
Certain forward-looking statements contained in this news release are
based on information, currently available to management, but are subject to a
number of uncertainties and risks that could cause actual results to differ
materially from the results discussed in the forward-looking statements. These
uncertainties and risks include, but are not limited to: dependence on
commercial aircraft sales and defence procurement, power generation sales and
sales to the industrial sector, production rates, timing of deliveries,
dependence on key customers, dependence on third party suppliers and
manufacturers, competition, product liability and warranty claims,
environmental and other government regulation, quality certification
requirements, hedging effects, interest and foreign exchange rates, leverage
and restrictive debt covenants, continued availability of credit facilities,
insurance availability and coverage, regulatory requirements, reliance on key
personnel and our skilled workforce, changes in accounting policies, the
ability to obtain orders and domestic and international economic conditions.
Further information can be found in the disclosure documents filed by the
Fund with the securities regulatory authorities, available at www.sedar.com.
or through the Fund's website at www.generaldonlee.com.
For further information:
For further information: Gerald Thain, Chief Financial Officer, General
Donlee Income Fund, Telephone: (416) 743-4417, Fax: (416) 746-8998,