HIGH LINER FOODS ANNOUNCES DECEMBER 15 SPECIAL MEETING OF SHAREHOLDERS AND RECEIPT OF INTERIM COURT ORDER FOR PROPOSED ACQUISITION BY UMIOS

Shareholders who have questions or require voting assistance may contact Carson Proxy Advisors at 1-800-530-5189 (toll-free in North America) or 416-751-2066 (collect outside North America), or by email at [email protected] 

LUNENBURG, NS, Nov. 12, 2026 /CNW/ -- High Liner Foods Incorporated (TSX: HLF) ("High Liner Foods" or the "Company") today announced that it has received an interim order from the Supreme Court of Nova Scotia and filed its management information circular (the "Circular") in connection with its previously announced definitive arrangement agreement under which 4856442 Nova Scotia Limited (the "Purchaser"), a wholly owned subsidiary of Umios Corporation ("Umios"), will acquire all of the Company's issued and outstanding common shares (the "Shares") for C$27.00 per Share in cash (the "Arrangement").

The interim order, dated November 9, 2026, authorizes High Liner Foods to hold a special meeting of shareholders (the "Meeting") on December 15, 2026, to consider and vote on a special resolution approving the Arrangement (the "Arrangement Resolution"). Following the unanimous recommendation of a special committee of independent directors (the "Special Committee"), the Board of Directors of the Company (the "Board") has unanimously determined that the Arrangement is in the best interests of the Company and is fair and reasonable to shareholders, and unanimously recommends that shareholders vote **FOR** the Arrangement Resolution.

The fully financed, all-cash transaction represents a premium of approximately 79% to the closing price of the Shares on the Toronto Stock Exchange (the "TSX") on October 23, 2026, the last trading day before the Arrangement was announced, and a premium of approximately 86% to the 20-day volume-weighted average price of the Shares on the TSX for the period ending on that date. The Arrangement provides shareholders with certainty of value and immediate liquidity upon closing.

"We have been encouraged by the response to the transaction since its announcement, and the recognition of what this combination can deliver for our shareholders and for the future of High Liner Foods," said Robert Pace, Chair of the Board of High Liner Foods. "It is a strong outcome for shareholders and an exciting next chapter for a business with a proud history and significant potential. We look forward to taking this important next step and putting the transaction before shareholders on December 15."

The combination will bring together High Liner Foods' leading North American brands, processing expertise and customer relationships with Umios' global scale and sourcing capabilities. As previously announced, Umios intends to establish High Liner Foods as the core of its North American business, maintain its headquarters in Nova Scotia and invest in the Company's continued growth. Umios has also committed to maintaining High Liner Foods' workforce, operations, established brands and customer relationships.

Special Meeting of Shareholders
The Meeting will be held in a virtual-only format on December 15, 2026, at 10:00 a.m. (Atlantic time) via live webcast at https://meetings.lumiconnect.com/400-755-976-643 (password: highliner2026, case-sensitive). Shareholders may also listen to the proceedings of the Meeting by dialing 1-416-855-9085 (local line in Toronto) or 1-800-990-2777 (toll-free in North America) with conference ID: 82255 and following the prompts. Participants joining by telephone will not be able to vote or ask questions at the Meeting. Shareholders of record as of 5:00 p.m. (Atlantic time) on November 9, 2026, will be entitled to receive notice of and vote at the Meeting. Details on how registered shareholders and duly appointed proxyholders can attend, ask questions and vote at the Meeting are set out in the Circular.

At the Meeting, shareholders will be asked to approve the Arrangement Resolution. The Arrangement, which will be completed through a court-approved plan of arrangement under the Companies Act (Nova Scotia), requires at least 75% of the votes cast by shareholders at the Meeting.

As previously announced, Thornridge Holdings Limited, which holds approximately 41.4% of the outstanding Shares, and each of the Company's directors and officers have entered into support and voting agreements with the Purchaser and Umios under which they have agreed, subject to their terms, to vote their Shares in favour of the Arrangement Resolution. Together, these holders represent approximately 45.4% of the Company's outstanding Shares.

Management Information Circular and Voting Information
The Circular and related meeting materials have been filed under High Liner Foods' profile on SEDAR+ at www.sedarplus.ca and are available on the Company's website at www.highlinerfoods.com. The Company expects to begin mailing the meeting materials to shareholders in the coming days in accordance with the interim order and applicable securities laws.

The Circular contains important information about the Arrangement, including the background to the Arrangement, the reasons for the recommendations of the Special Committee and the Board, the fairness opinions of BMO Nesbitt Burns Inc. and Ernst & Young LLP, the dissent rights available to registered shareholders and instructions on how to vote. Shareholders are urged to read the Circular carefully and in its entirety and, if they require assistance, to consult their financial, legal, tax or other professional advisors.

Shareholders are encouraged to read the Circular carefully and vote FOR the Arrangement, regardless of the number of Shares they own.
Shareholders are encouraged to submit their votes well in advance of the proxy voting deadline of 10:00 a.m. (Atlantic time) on December 11, 2026. Non-registered shareholders should follow the instructions provided by their intermediary, which may set an earlier deadline. Detailed voting instructions are included in the Circular and accompanying materials.

Shareholders who have questions or require assistance with voting may contact the Company's strategic shareholder advisor and proxy solicitation agent, Carson Proxy Advisors, by phone at 1-800-530-5189 (toll-free in North America) or 416-751-2066 (collect outside North America), or by email at [email protected]. Questions about completing the form of proxy or letter of transmittal may be directed to the Company's transfer agent and depositary, TSX Trust Company, at 1-800-387-0825 (toll-free in North America) or 1-416-682-3860 (all other countries), or by email at [email protected]. 

Transaction Closing
The Arrangement is expected to close in the first quarter of 2027, subject to obtaining shareholder approval, the final order of the Supreme Court of Nova Scotia and the key regulatory approvals, and satisfying or waiving the other customary closing conditions.

About High Liner Foods
High Liner Foods Incorporated is a leading North American processor and marketer of value-added frozen seafood. High Liner Foods' retail branded products are sold throughout the United States and Canada under the High Liner, Sea Cuisine, Mrs. Paul's, Van de Kamp's, Fisher Boy, C. Wirthy, Mirabel and Catch of the Day labels, and are available in most grocery and club stores.

The Company also sells branded products to restaurants and institutions under the High Liner, Mirabel, Icelandic Seafood and FPI labels and is a major supplier of private-label value-added seafood products to North American food retailers and foodservice distributors. High Liner Foods is a publicly traded Canadian company, trading under the symbol HLF on the Toronto Stock Exchange.

For further information, please visit www.highlinerfoods.com or email [email protected]. 

About Umios
Umios operates across the seafood value chain, from wild-capture fisheries and aquaculture to processing, distribution and branded consumer products. Listed on the Tokyo Stock Exchange, it has operations in Japan, North America, Europe and Asia and annual net sales of approximately C$10 billion.

Forward-Looking Statements
Certain statements contained in this press release constitute "forward-looking information" within the meaning of applicable securities laws, including the provincial securities laws in Canada, and are based on expectations, estimates and projections as of the date on which the statements are made in this press release. These statements relate to future events or future performance and reflect the Company's expectations and assumptions regarding the growth, results of operations, performance, business prospects and opportunities of the Company. In addition, any statements that refer to intentions, plans, projections or other characterizations of future events or circumstances contain forward-looking information. Forward-looking statements are often, but not always, identified by the use of words such as "may", "would", "could", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential", "pursue", "continue", "seek", or the negative of these terms or other similar expressions concerning matters that are not historical facts.

Specific forward-looking statements in this press release include, but are not limited to, statements regarding: the holding and timing of the Meeting; the mailing of the Circular and related meeting materials; the proxy voting deadline; the anticipated benefits of the Arrangement for the Company, its employees, shareholders and other stakeholders, including the plans, objectives, expectations and intentions of Umios or the Company; the undertakings of Umios and the Purchaser with respect to the Company's headquarters, operations, employees and other stakeholders; the consideration and premium to be received by shareholders; the anticipated timing and the various steps to be completed in connection with the Arrangement, including receipt of shareholder approval, the final order of the Supreme Court of Nova Scotia and the hearing in respect thereof, and the key regulatory approvals; and the anticipated timing of closing of the Arrangement.

Forward-looking statements are necessarily based upon management's beliefs, assumptions, estimates, opinions and perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by management as of the date hereof, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being incorrect. In addition to any other factors and assumptions set forth herein, the material factors and assumptions used to develop the forward-looking information include, but are not limited to: that the Meeting will be held as scheduled; that the Arrangement will be completed on the terms currently contemplated, and in accordance with the timing currently expected; that all conditions to the completion of the Arrangement, including the receipt of shareholder approval, the final order and the key regulatory approvals, will be satisfied or waived and the arrangement agreement will not be terminated prior to the completion of the Arrangement; and various assumptions and expectations related to premiums to the trading price of the Shares and returns to shareholders. The anticipated dates indicated may change for a number of reasons, including the necessary regulatory, court and shareholder approvals, the necessity to extend the time limits for satisfying the other conditions for the completion of the Arrangement or the ability of the Board to consider and approve, subject to compliance by the Company with its obligations under the arrangement agreement, a superior proposal for the Company. A change affecting an assumption can also have an impact on other interrelated assumptions, which could increase or diminish the effect of the change.

Forward-looking information is inherently subject to risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections, or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A number of known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, could cause actual events, performance, or results to differ materially from what is disclosed in, projected in or implied by such forward-looking statements. Moreover, the proposed Arrangement could be modified or the arrangement agreement terminated in accordance with its terms. Such factors include, without limitation: (a) the failure of the parties to obtain any necessary regulatory approvals or the required shareholder and court approvals or to otherwise satisfy the conditions to the completion of the Arrangement, and failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; (b) Umios' ability to complete the anticipated debt financing as contemplated by the debt commitment letter or to otherwise secure favourable terms for alternative financing; (c) the arrangement agreement restricts the Company from taking specified actions until the Arrangement is completed without the Purchaser's consent, which may prevent the Company from pursuing or attracting business opportunities or carrying out actions that could be beneficial to the Company or its shareholders; (d) the non-solicitation provisions of the arrangement agreement and the Purchaser's right to match may discourage other parties from proposing a competing transaction; (e) significant transaction costs or unknown liabilities; (f) litigation relating to the Arrangement may be commenced which may prevent, delay or give rise to significant costs or liabilities; (g) the arrangement agreement may be terminated prior to its consummation in accordance with the terms thereof; (h) the Company may be required to pay a termination fee of C$28.1 million to Umios in certain circumstances if the Arrangement is not completed or if the arrangement agreement is terminated by the Company to accept a superior proposal; (i) directors and officers of the Company may have interests in the Arrangement that may be different from those of shareholders generally; (j) the focus of management's time and attention on the Arrangement may detract from other aspects of the Company's business; (k) the tax treatment of the Arrangement may be subject to uncertainties; (l) credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement, including changes in general economic conditions, interest rates or tax rates; (m) the market price of the Shares may be materially adversely affected if the Arrangement is not completed or its completion is materially delayed; and (n) failure to realize the expected benefits of the Arrangement.

If the Arrangement is not completed, and the Company continues as a publicly-traded entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Company to the completion of the Arrangement could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to the Company or that it presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. The risk factors above are not intended to represent a complete list of the factors that may affect the Company and its forward-looking statements. Additional information about the risk factors to which the Company is exposed is provided under the heading "Risk Factors" in the Circular and in the Annual Information Form dated February 25, 2026, each of which is available on SEDAR+ (www.sedarplus.ca). 

There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are made as of the date of this press release or, in the case of documents referenced herein, as of the date of such documents and are provided for the purpose of providing information about management's expectations and plans relating to the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All forward-looking statements in this press release are qualified by these cautionary statements.

This press release does not constitute an offer to purchase or a solicitation of an offer to sell any securities, or a solicitation of a proxy of any securityholder of any person in any jurisdiction. Any solicitation will be made only pursuant to the Circular in accordance with applicable law.

SOURCE High Liner Foods Incorporated

Investor Relations: High Liner Foods Incorporated, [email protected]; Media Inquiries: Molly Broderick / Louise Kozier, [email protected]