/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
HALIFAX, Oct. 6 /CNW/ - Clearwater Seafoods Income Fund (the "Fund")
(TSX: CLR.UN. CLR.DB, CLR.DB.A) announced that, earlier today in Halifax, Nova
Scotia, the holders of each series of the Fund's convertible debentures passed
an extraordinary resolution approving certain amendments to the trust
indenture governing the debentures. The amendments provide for the redemption
of all of the outstanding debentures by the Fund for a cash amount equal to
101% of the principal amount of each debenture plus accrued and unpaid
interest to but excluding the closing date of the previously announced
transaction pursuant to which CS Acquisition Limited Partnership, a
partnership owned by a consortium led by Clearwater Fine Foods Inc., will
acquire the business of the Fund. The meeting was originally convened on
September 22, 2008, in Halifax Nova Scotia, but was adjourned, due to a lack
of quorum, until this morning in accordance with the provisions of the trust
The transaction also provides for the redemption by the Fund of all of
its outstanding trust units, other than certain trust units beneficially owned
by members of the consortium, for cash consideration of $4.50 per trust unit.
The transaction was approved by the Fund's unitholders at a meeting held on
September 22, 2008.
The redemption price for the trust units and debentures will be paid to
unitholders and debentureholders, respectively, without any further action on
their part, upon the closing of the transaction, which remains subject to the
satisfaction or waiver of various conditions, which are set forth in the
transaction agreement between the parties entered into on August 14, 2008 (a
copy of which can be obtained at www.sedar.com). The transaction is currently
expected to close on or around October 17, 2008.
Commentary regarding forward-looking statements
This news release may contain forward-looking statements, including in
connection with the transactions contemplated by the transaction agreement.
Such statements are subject to known and unknown risks, uncertainties, and
other factors outside management's control that could cause actual results to
differ materially from those expressed in the forward looking statements,
including, but not limited to, that the parties will not satisfy (or waive)
the closing conditions of the transaction and/or that the transactions
contemplated by the transaction agreement will not be successfully completed
for any reason. These statements are also based on various assumptions,
including that the various closing conditions set forth in the transaction
agreement will be satisfied or waived and that the transaction will close. The
Fund does not assume responsibility for the accuracy and completeness of the
forward-looking statements and does not undertake any obligation to publicly
revise these forward-looking statements to reflect subsequent events or
circumstances, other than as required by applicable laws.
Clearwater is recognized for its consistent quality, wide diversity and
reliable delivery of premium seafood, including scallops, lobster, clams,
coldwater shrimp, crab and ground fish.
Since its founding in 1976, Clearwater has invested in science, people,
technology, resource ownership and resource management to preserve and grow
its seafood resource. This commitment has allowed it to remain a leader in the
global seafood market.
For further information:
For further information: Robert Wight, Chief Financial Officer,
Clearwater, (902) 457-2369; Tyrone Cotie, Director of Corporate Finance and
Investor Relations, Clearwater, (902) 457-8181