Trading Symbol: The Toronto Stock Exchange - GRO

VANCOUVER, March 7 /CNW/ - Sun Gro Horticulture Inc. ("Sun Gro"), today announced that it has been advised by 1582956 Alberta Ltd. (the "Offeror") that 21,036,424 common shares (the "Sun Gro Shares") of Sun Gro have been deposited to the Offeror's offer to acquire all of the issued and outstanding Sun Gro Shares for C$6.60 in cash per Sun Gro Share (the "Offer"). The Sun Gro Shares deposited to the Offer represent approximately 94.4% of the issued and outstanding Sun Gro Shares as of March 4, 2011.  Sun Gro has been further advised that these Sun Gro Shares were taken up as of March 3, 2011.

Sun Gro has also been advised that the Offeror intends to exercise its statutory rights under the compulsory acquisition provisions of the Canada Business Corporations Act to acquire, at the offer price of $6.60 in cash per share, the remaining shares that the Offeror did not acquire under the Offer, as described in the Offer. The Offeror anticipates that the compulsory acquisition of the remaining shares will be completed no later than March 8, 2011. Sun Gro intends to cause the Sun Gro Shares to be delisted from the Toronto Stock Exchange and cause Sun Gro to cease to be a reporting issuer under applicable securities laws as soon as possible.

Blair Franklin Capital Partners Inc. acted as exclusive financial advisor to Sun Gro, and Borden Ladner Gervais LLP acted as legal counsel.  Bennett Jones LLP and the Law Firm of Norman H. Winter acted as legal counsel to the Offeror.

About Sun Gro

Sun Gro is the largest producer and distributor of peat and bark-based growing mixes to professional plant growers in the US and Canada.  It is also North America's largest producer and distributor of sphagnum peat moss, with approximately 65,000 acres of peat bogs under lease. Sun Gro sells its professional products primarily to greenhouse, nursery and specialty crop growers. The company also sells peat moss and potting mixes to retail customers, either by way of private label partnerships or under its own brand names. In addition, Sun Gro sells sand-based mixes to golf course developers and landscapers. The company's North America-wide production network now comprises 12 Canadian plants and 13 US plants.

Forward-Looking Statements

Certain statements contained in this news release are forward-looking statements and information within the meaning of the applicable Canadian securities legislation (collectively "forward-looking statements"), including statements relating to the expected timing of the compulsory acquisition, the Offeror's intentions regarding de-listing the Shares from the Toronto Stock Exchange and causing Sun Gro to cease to be a reporting issuer, and any other statements that that are not historical facts. The terms "anticipates" and "intends" and similar terms and phrases are intended to identify these forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those implied by these forward-looking statements. These factors should be considered carefully, and readers should not place undue reliance on forward-looking statements made by Sun Gro.

Although Sun Gro believes that the expectations reflected by the forward-looking statements presented in this release are reasonable, the forward-looking statements have been based on assumptions and factors concerning future events that may prove to be inaccurate. Those assumptions and factors are based on information currently available to Sun Gro.  Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, Sun Gro undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as required by law. 

SOURCE Sun Gro Horticulture Income Fund

For further information:

Bradley A. Wiens
Vice-President, Finance and CFO 
Sun Gro Horticulture Inc.
Tel: (425) 373-3603
Email: bradw@sungro.com
Website: www.sungro.com

Organization Profile

Sun Gro Horticulture Income Fund

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