TORONTO, Nov. 6 /CNW/ - Livingston International Income Fund (TSX: LIV.UN) ("Livingston") today confirmed that it has received and is considering a non-binding proposal from Mullen Group Ltd. ("Mullen") for a business combination by way of a plan of arrangement, as described in Mullen's press release of November 5, 2009.
As permitted by the October 7, 2009 acquisition agreement among the consortium of the Canada Pension Plan Investment Board and Sterling Partners (collectively, "CPP/Sterling") and Livingston (the "Acquisition Agreement"), Livingston is discussing and negotiating the terms of a proposed transaction with Mullen and is engaged in certain associated due diligence investigations of Mullen.
Pursuant to the terms of the Acquisition Agreement, CPP/Sterling has the right, within three-business days, to match any proposed offer made by Mullen that Livingston's board of trustees may determine to be a superior proposal as defined in the Acquisition Agreement. Unitholders should be advised that Livingston's board of trustees has not made such a determination at this point in time and there can be no assurance that it will agree to the terms of a proposed transaction with Mullen. In addition, certain break fees and/or reimbursement of expenses could become payable to CPP/Sterling if the CPP/Sterling transaction were terminated to pursue a transaction with Mullen.
The board of trustees of Livingston re-affirms its recommendation that unitholders vote in favour of the arrangement resolution in respect of the CPP/Sterling transaction that is set out in Appendix "B" to Livingston's Management Information Circular, dated October 28, 2009, and which was recently mailed to unitholders in advance of the special meeting, currently scheduled for November 24, 2009.
Certain statements in this release may be considered forward-looking statements, which reflect the board and management's current beliefs and expectations and which involve assumptions about expected future events or results that are subject to inherent risks and uncertainties. There is significant risk that assumptions and other forward-looking statements will not prove to be accurate. Many factors could cause actual future results, conditions or events to differ materially from the results or outcomes expressed, including risks related to trade volumes, deterioration of economic conditions, currency and interest-rate volatility, the ability to meet credit facility covenants and borrowing limits, the continued availability of credit facilities and bonds, pandemics and regulatory change, among others. Furthermore, there can be no assurance that the acquisition agreement will receive all necessary consents and approvals and that the proposed transaction will materialize. Investors are cautioned not to place undue reliance on assumptions or forward-looking statements.
Livingston International Income Fund is a trust that holds the securities of Livingston International Inc., a leading North American provider of customs, transportation and integrated logistics services. Headquartered in Toronto, Ontario, Livingston has approximately 2,500 employees located at some 100 key border points, seaports, airports and other strategic locations across Canada and the United States.
SOURCE LIVINGSTON INTERNATIONAL INCOME FUND
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