ST. JOHN'S, NL, Aug. 24 /CNW/ - FPI Limited ("FPI" or "the Company")
(TSX:FPL) announced today that it has executed Definitive Agreements for the
sale of FPI assets to Ocean Choice International ("Ocean Choice") and High
Liner Foods Incorporated ("High Liner") (TSX:HLF).
The Definitive Agreements provide for:
- the sale to Ocean Choice of FPI's harvesting and primary processing
business, including physical and resource assets in Atlantic Canada,
and FPI's international (outside North America) seafood procurement and
marketing business; and
- the sale to High Liner of FPI's North American Marketing and
Manufacturing business, including value added processing facilities in
Danvers, Massachusetts and Burin, Newfoundland and Labrador.
The gross purchase price payable to FPI under the Definitive Agreements is
$301.5 million and is subject to a number of adjustments including but not
limited to working capital and certain capital costs incurred by FPI.
Deductions from proceeds will include transaction expenses, bank debt and
The gross purchase price payable is comprised of the following:
- Gross proceeds receivable from High Liner is $143 million (based on a
High Liner share price of $10.00 and will be adjusted at closing based
on market price at that time). Payment of the purchase price to be
$83 million cash plus the issue of 3 million common shares and
1.2 million Series A Preference shares of High Liner to FPI. The
1.2 million Series A Preference shares will be convertible to 3 million
non-voting equity shares to be created at High Liner's 2008 annual
- Gross proceeds receivable from Ocean Choice is $158.5 million.
Each of the two transactions contemplated by the Definitive Agreements is
conditional upon the completion of the other transaction. The transactions are
also subject to the satisfaction of a number of conditions, including receipt
of regulatory and securities clearance, the approval from FPI shareholders and
from the Government of Newfoundland and Labrador under the FPI Act. Each FPI
shareholder holding more than 10 per cent of FPI's outstanding shares together
with certain other FPI shareholders have entered into support agreements in
favour of Ocean Choice and/or High Liner pursuant to which they have agreed to
vote in favour of the transactions contemplated by the Definitive Agreements.
FPI believes that these support agreements are sufficient to ensure the
transactions contemplated by the Definitive Agreements will receive the
requisite shareholder approvals.
An independent committee of FPI directors, consisting of
Mr. Frank Coleman, Mr. Rex Anthony and Mr. Peter Woodward, was formed to
consider the transactions was advised and assisted in its negotiations with
High Liner and Ocean Choice by National Bank Financial, Glitnir Bank and by
independent counsel. National Bank Financial has provided an opinion to the
independent committee that the consideration received by FPI in respect of
each transaction pursuant to the Definitive Agreements is fair, from a
financial point of view, to FPI.
The Board of Directors of FPI has, based on a unanimous recommendation
from the independent committee of directors that was formed to consider the
transactions, unanimously approved the Definitive Agreements and the
transactions contemplated thereby and recommend that FPI shareholders vote in
favour of such transactions. Shareholder approval of the Definitive Agreements
and the transactions contemplated thereby will be sought at FPI's Annual and
Special Meeting of Shareholders ("the Meeting") which is expected to be on or
before October 31, 2007. Details of the Definitive Agreements will be provided
directly to shareholders for their informed consideration in a management
information circular that will be distributed in advance of the Meeting.
For additional background, please refer to the FPI news releases of
January 11, 12 and 15; February 1 and 23; March 14; April 4 and 30, 2007.
These releases are available online through the CNW Group at www.newswire.ca.
Further information resources:
- High Liner Foods: www.highlinerfoods.com
- Ocean Choice International: www.oceanchoice.com
About FPI Limited: FPI Limited is a Newfoundland and Labrador-based
seafood company engaged in harvesting, processing, global sourcing, and
marketing a wide selection of high quality seafood products.
FPI Limited trades on the Toronto Stock Exchange under the symbol FPL.
For further information:
For further information: Investors: Bev Evans, Chief Financial Officer,
(709) 570-0351, email@example.com; Media: Russ Carrigan, Corporate
Communications, (709) 570-0130, firstname.lastname@example.org