High Liner completes purchase of FPI's Manufacturing and Marketing Group and adopts Shareholder Rights Plan



    - Acquisition significantly strengthens High Liner's North American
    market position -

    LUNENBURG, NS, Dec. 20 /CNW/ - High Liner Foods Incorporated (TSX:HLF)
today announced that it has completed its previously announced purchase of FPI
Limited's North American value-added food service and retail frozen seafood
businesses (referred to by FPI as its Manufacturing and Marketing Group).
    "The addition of FPI's Manufacturing and Marketing Group significantly
strengthens and expands our North American presence," said Henry Demone,
President and Chief Executive Officer, High Liner Foods Inc. "We can now
proudly say that High Liner is the largest seafood company in Canada and one
of the top seafood suppliers in the food service market in the U.S. The
combined business will build on a reputation for bringing innovative,
best-in-category products to its valued customers to the benefit of its
employees and shareholders. Importantly, the combined business has the
critical mass to more effectively compete in the channels and markets in which
we operate."
    Total cost to High Liner for the acquisition is estimated at
$161.5 million (subject to finalization of working capital and based on a High
Liner Foods share price of $10.00, which is also subject to adjustment). This
consists of a purchase price to FPI of $146.5 million (subject to adjustment)
and a payment to Ocean Choice of $15 million. The consideration to FPI
includes $86.5 million cash plus the issuance of 3 million common shares and
1.2 million Series A Preference shares of High Liner. The 1.2 million Series A
Preference shares will be convertible to 3 million non-voting equity shares to
be created at High Liner's 2008 annual meeting.

    Shareholder Rights Plan

    High Liner also announced the adoption of a Shareholder Rights Plan
designed to encourage the fair treatment of shareholders in connection with
any take-over bid for High Liner. The Rights Plan is designed to provide the
Board and the shareholders with more time to fully consider any unsolicited
take-over bid for High Liner without undue pressure. Furthermore, the Rights
Plan will allow the Board to pursue, if appropriate, other alternatives to
maximize shareholder value and to allow additional time for competing bids to
emerge. The Rights Plan is not being proposed in response to, or in
anticipation of, any acquisition or takeover offer. The Rights Plan is
consistent with other shareholder rights plans recently adopted by other
Canadian corporations.
    To implement the Rights Plan, the Board of Directors of High Liner
authorized the issue of one Right in respect of each common share of High
Liner outstanding to holders of record on December 19, 2007, as well as one
Right in respect of each common share, series A preference share or non-voting
equity share issued after the record date. Initially, the Rights will attach
to and trade with the shares and be represented by certificates representing
the shares. Under circumstances and conditions set forth in the Rights Plan,
the Rights would be become exercisable to acquire shares of High Liner at a
significant discount to the prevailing market price of the shares issued to
shareholders other than those shareholders making a take over offer.
    Although the Rights Plan is effective immediately, High Liner intends to
submit the Plan to its shareholders for confirmation at the Corporation's next
annual general meeting of shareholders expected to be held in May of 2008. The
complete text of this agreement will be filed and available from the SEDAR
website at www.sedar.com.

    Voting and Standstill Agreement

    The shares issued by High Liner in the acquisition are subject to a
Voting and Standstill Agreement among High Liner, FPI Limited, Fishery
Products International Limited, John Risley, Graham Roome, Clearwater Fine
Foods Incorporated, Clearwater Seafoods Income Fund, Glitnir banki hf,
Icelandic Group Plc. and Sanford Limited. Under this agreement the parties
have agreed with High Liner that they and any of their controlled affiliates
will for five years be restricted from taking certain actions in respect of
High Liner shares. Such restrictions include: acquiring additional shares
other than in limited circumstances; disposing of shares where the transferee
would hold in excess of 10% of the total voting securities of High Liner,
except with the approval of the High Liner board of directors or the execution
by such transferee of the Voting and Standstill Agreement; participating in a
partnership, limited partnership, syndicate or other group or a voting trust
with respect to the High Liner shares; soliciting proxies, seeking to advise
or influence any person with respect to acquisition, disposition or holding of
High Liner shares or the voting of any High Liner shares, other than to
recommend that persons vote in favour of any matter recommended by the High
Liner Board; commencing or announcing an intention to commence a takeover bid
or making, announcing any intention or desire to make, or facilitate the
making of, any proposal (other than a confidential proposal to High Liner) or
bid with respect to the acquisition of any substantial portion of the assets
of High Liner or of the assets or stock of any of its subsidiaries or of all
or any portion of the outstanding High Liner shares, or any merger,
consolidation, other business combination, restructuring, recapitalization or
liquidation involving High Liner or any of its subsidiaries. Should High Liner
raise capital by the issuance of securities during the term of the Voting and
Standstill Agreement, each party shall have a pre-emptive right to subscribe
for its proportionate share of such newly issued securities in order to avoid
dilution of its existing percentage interest of the equity shares of High
Liner.

    About High Liner Foods Incorporated

    High Liner Foods Incorporated is one of North America's largest
processors and marketers of prepared, value-added frozen seafood. High Liner's
branded products are sold throughout the United States, Canada and Mexico
under the High Liner(R) and Fisher Boy(R) labels and available in most grocery
and club stores. The Company also sells its High Liner(R) food service
products to restaurants and institutions. The Company is also a major supplier
of private label seafood products to North American food retailers and food
service distributors. High Liner Foods is a publicly traded Canadian company,
trading under the symbol HLF on the Toronto Stock Exchange.

    This document contains forward-looking statements, including those
relating to costs and benefits of the acquisition. These statements contain
words such as "anticipate", "expect", "could", "should", "may", "plans",
"will", or similar expressions that are based on and arise out of our
experience, our perception of trends, current conditions and expected future
developments as well as other factors. These statements are not a guarantee of
future performance. By their nature, forward-looking statements involve
uncertainties and risks that the forecasts and targets will not be achieved.
Readers are cautioned not to place undue reliance on forward-looking
statements, as a number of important factors, as discussed herein and in our
other continuous disclosure documents, could cause actual results to differ
materially from those expressed in such forward-looking statements. We include
in publicly available documents filed from time to time with securities
commissions and the Toronto Stock Exchange, a thorough discussion of the risk
factors that can cause anticipated outcomes to differ from actual outcomes. We
disclaim any intention or obligation to update or revise forward-looking
statements.
    For further information about the company, please visit our Internet site
at www.highlinerfoods.com or send e-mail to investor@highlinerfoods.com.

    %SEDAR: 00001789E




For further information:

For further information: INVESTORS, ANALYSTS AND FINANCIAL MEDIA, Kelly
Nelson, FCA, Vice President Corporate Services and Chief Financial Officer,
High Liner Foods Incorporated, Tel.: (902) 634-8811,
investor@highlinerfoods.com; Lawrence Chamberlain, Investor Relations, The
Equicom Group Inc., Tel.: (416) 815-0700 ext. 257, lchamber@equicomgroup.com


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