/NOT FOR DISTRIBUTION IN THE UNITED STATES/
TORONTO, March 30 /CNW/ - Silver Creek-Cedarwood Partnership ("Silver Creek" or the "Limited Partnership") announces today that it will ask its unitholders (the "Unitholders") to vote on a proposed going-private transaction by way of a consolidation of Silver Creek's partnership units (the "Units") at a ratio of one post-consolidation unit of Partnership (a "New Partnership Unit") for each 15 pre-consolidation Units (the "Consolidation"). Under the Consolidation, fractions of New Partnership Units will be cancelled and Silver Creek will pay a consideration of $45,000 for each original Partnership Unit. Any Limited Partner who would receive less than one New Partnership Unit will cease to be a unitholder of the Limited Partnership.
The vote on the Consolidation will take place at Silver Creek's annual and special meeting of Unitholders to be held on May 10, 2010 (the "Meeting"). The terms of the Consolidation have been unanimously approved by the Board of Directors of the General Partner.
The Consolidation must be approved by not less than two-thirds of Unitholders and by a simple majority of the votes cast by minority Unitholders present or represented by proxy at the Meeting. The Unitholders whose votes will not count as part of the minority include Realstar LP Holdings Inc. ("Realstar") and the Herman Group ("Herman") and their affiliates.
The Limited Partnership has entered into Support Agreements with Realstar and Herman, which together own approximately 70% of the Units of the Limited Partnership. Following the Consolidation Realstar and Herman will be the only Unitholders of the Limited Partnership.
If the Consolidation is approved at the Meeting, Silver Creek will amend its Limited Partnership Agreement to effect the Consolidation. The Limited Partnership will then apply to cease to be a reporting issuer in Canada and ultimately revert to privately-held status. If approved, the Consolidation is anticipated to become effective on or about May 12, 2010.
Certain statements contained in this news release, other than statements of fact that are independently verifiable at the date hereof, may constitute forward-looking statements. Such statements, based as they are on the current expectations of management, inherently involve numerous risks and uncertainties, known and unknown, many of which are beyond Silver Creek's control. Such risks include but are not limited to: the impact of general economic conditions, changes in the regulatory environment in the jurisdictions in which Silver Creek does business, stock markets volatility, fluctuations in costs, and changes to the competitive environment due to consolidation, as well as other risks disclosed in public filings of Silver Creek. Consequently, actual future results may differ materially from the anticipated results expressed in the forward-looking statements. The reader should not place undue reliance, if any, on the forward-looking statements included in this news release. These statements speak only as of the date made and Silver Creek is under no obligation and disavows any intention to update or revise such statements as a result of any event, circumstances or otherwise.
SOURCE SILVER CREEK-CEDARWOOD PARTNERSHIP
For further information: For further information: Silver Creek-Cedarwood Partnership, William Ellis, President of B.P.M. (Mill Street) Developments Limited, General Partner of Silver Creek-Cedarwood Partnership, (416) 923-2950