Oceanex Income Fund enters into purchase agreement - Unitholders to receive $19.00 per unit in cash



    MONTREAL, Sept. 19 /CNW Telbec/ - Oceanex Income Fund (the "Fund" or
"Oceanex") (TSX: OAX.UN) announced today that it has entered into a Purchase
Agreement to sell all of its assets to South Coast Partners Limited
Partnership ("South Coast"), a newly formed entity owned by a consortium of
investors comprised of Captain Sidney J. Hynes, OPTrust Private Markets Group
and Terrma Capital Corp. Under the terms of the Purchase Agreement all of the
assets of the Fund will be acquired for proceeds equal to $19.00 per
outstanding Oceanex unit on a fully diluted basis. Such proceeds are expected
to be paid to Oceanex's Unitholders by way of redemption and/or other
distribution in respect of the outstanding Oceanex units. Subsequent to the
redemption of the units, the Fund will be wound up. The per-unit value
represents a 17.9% premium over the closing price of the Fund's units on
September 18, 2007 and a 22.1% premium over the 20-day volume weighted average
price ending on September 18, 2007.
    John Peacock, Chairman of the Board of Oceanex said, "We are very pleased
to support this transaction and recommend it for approval by Oceanex
Unitholders. This is an all-cash transaction which includes a premium and
offers Unitholders certainty of immediate value for their holdings. At the
same time, the transaction eliminates uncertainty that Unitholders would be
exposed to as a result of the announcement of last Fall relating to income
trusts, and enables them to realize fair value for their investment."
    Peter Henrico, President & CEO added, "We believe the customers and
employees of Oceanex will continue to be well served by the new ownership
group. Captain Sid Hynes is very knowledgeable of our business and together
with his financial partners, will ensure that Oceanex continues to be a
transportation leader in Atlantic Canada."
    "Oceanex is a strong company with valued customers and a highly capable
group of managers and employees," said Captain Sid Hynes, a member of the
South Coast consortium. "We plan to build on this solid foundation by making
the appropriate investments to not only continue Oceanex's current success,
but also to position the company for future, long-term success."
    The Purchase Agreement contains a "go shop" provision expiring
October 29, 2007, which entitles Oceanex to solicit, consider and respond to
acquisition proposals, and which provides South Coast with a right to match
any superior proposals. If Oceanex accepts a superior proposal received during
the go shop period and, as a result, the Purchase Agreement is terminated,
Oceanex is required to pay to South Coast approximately $2.1 million. If the
Purchase Agreement is terminated as a result of a superior proposal received
after the go shop period, Oceanex is required to make a payment of
approximately $5.0 million to South Coast.
    A special committee of independent directors of Oceanex was established
to evaluate and review the transaction in consultation with independent legal
and financial advisors. Scotia Capital Inc., Oceanex's exclusive financial
advisor, provided an opinion to the Board of Directors that the consideration
to be received by Unitholders pursuant to the Purchase Agreement was fair from
a financial point of view. The Board of Directors has resolved to recommend
that Unitholders vote in favour of the transaction contemplated in the
Purchase Agreement. Stikeman Elliott LLP acted as legal advisor to Oceanex.
    CIBC World Markets Inc. acted as financial advisor to South Coast. Osler,
Hoskin & Harcourt LLP acted as legal counsel to South Coast
    The transaction is subject to approval by at least two-third of the votes
cast at a special meeting of the Fund's Unitholders and other customary
closing conditions. The Fund has set October 4, 2007 as the record date for
the special meeting of Unitholders to approve the terms of the transaction.
Closing of the Transaction is anticipated to occur in November 2007.

    About the Fund
    --------------
    The Fund is a Montreal based limited purpose trust that operates through
its wholly-owned subsidiary, Oceanex, an intermodal transportation business in
Canada.

    Forward-Looking Statements
    --------------------------
    Certain statements made in this release, including those concerning the
expected closing of the transaction referred to herein, are forward-looking
statements that involve risks and uncertainties, which may prevent expected
future results from being achieved. For those statements, Oceanex claims the
protection of the safe harbour for forward-looking statements contained in
applicable securities laws. Oceanex cautions that actual future performance
could be affected by a number of factors, including the fact that the expected
closing of the transaction referred to in this release is subject to customary
closing conditions, many of which are beyond its control. Therefore, future
events and results may vary substantially from what Oceanex currently
foresees. Additional information identifying risks and uncertainties is
contained in Oceanex's filings under applicable securities laws. Due to the
potential impact of these factors, the Fund disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, unless required by
applicable law.




For further information:

For further information: Oceanex: Peter Henrico, President & CEO, (514)
875-9244, phenrico@oceanex.com; South Coast: Captain Sid Hynes, via Cathy
Dornan, Bristol Group, (709) 685-3875

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OCEANEX INCOME FUND

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