OKOTOKS, AB, Nov. 5 /CNW/ - (TSX - MTL) Mullen Group Ltd. ("Mullen") announced today that on October 21st it made a proposal to Livingston International Income Fund (TSX: LIV.UN) ("Livingston") for a business combination by way of plan of arrangement whereby Mullen would acquire all of the outstanding trust units of Livingston on the basis of 0.566 of a common share of Mullen for each trust unit (the "Transaction"), representing consideration of approximately $9.00 per trust unit based on the 10-day volume weighted average trading price of the common shares of Mullen calculated to October 20, 2009, the date prior to Mullen making its proposal to Livingston.
Mullen's proposal represents a premium of approximately 45.4% to the volume weighted average trading price of the Livingston trust units over the 30 trading days prior to the announcement of the acquisition agreement (the "Acquisition Agreement") among Livingston and 2219987 Ontario Inc., SPC III AIV ONE, LP and Canada Pension Plan Investment Board (collectively, the "Consortium") and a 12.5% premium over the $8.00 per trust unit offered to the Livingston unitholders pursuant to such Acquisition Agreement. In addition, Mullen's proposal will provide the opportunity for certain Livingston unitholders to benefit from the transaction on a tax-deferred basis and will not require withholding of tax for non-resident holders of trust units, which represents a significant benefit for taxable unitholders and non-resident unitholders at no cost to tax-deferred unitholders.
Following delivery of its proposal, Mullen commenced its due diligence investigations and presented the trustees of Livingston with a proposed form of binding agreement for the Transaction (the "Formal Agreement").
"Our due diligence is now substantially complete and we hope to complete negotiations and execute a binding acquisition agreement with Livingston as soon as reasonably possible. The acquisition agreement and Transaction will be subject to approval by two-thirds of Livingston's unitholders and the receipt of certain other approvals and consents, including those required by the Transportation Act and Competition Act. It should be noted that no approval of this transaction by Mullen's shareholders is required", stated Steve Lockwood, President and Co-Chief Executive Officer.
Mullen believes the Transaction as described in the Formal Agreement will constitute a Superior Proposal under the terms of the Acquisition Agreement and that the trustees of Livingston, after reviewing the Formal Agreement with their financial advisors and outside counsel, will also conclude such proposal constitutes a Superior Proposal. If the trustees of Livingston determine Mullen's proposal is a Superior Proposal, then under the terms of the Acquisition Agreement they must present the Superior Proposal to the Consortium. The Consortium will have three business days to determine whether to match such proposal.
"We have taken a keen interest in Livingston for quite some time, believing that a business combination between Mullen and Livingston is a perfect match. The business of Livingston is an ideal fit with our Trucking/Logistics segment and its addition will provide significant opportunities to realize on both cost and service synergies which will benefit not only our shareholders but also our customers", said Murray Mullen, Chairman and Chief Executive Officer.
"The transaction that we have proposed will benefit everyone. Livingston unitholders will have the opportunity to participate in the business combination and ongoing dividends as shareholders of Mullen. Mullen shareholders will benefit as we add another growth platform to our business model. Furthermore, the combined entity will still have the advantage of Mullen's strong cash position, allowing us the opportunity to pursue additional growth initiatives. We will have a unique Canadian owned and operated company focused on two sectors of the economy - the oil and natural gas industry, and the freight distribution/logistics industry. Mullen is celebrating its 60th year in business in 2009 and looks forward to working with the Livingston team. For these reasons we urge the Livingston unitholders to consider the merits of our proposal", commented Murray.
TD Securities Inc. is acting as exclusive financial advisor to Mullen with respect to the Transaction.
Mullen is recognized as the largest provider of specialized transportation and related services to the oil and natural gas industry in western Canada and as one of the leading suppliers of trucking and logistics services in Canada - two sectors of the economy in which Mullen has strong business relationships and industry leadership. Additional information is available on our website at www.mullen-group.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Mullen within the United States. The securities of Mullen have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws. Accordingly, the common shares of Mullen may not be offered or sold in the United States or to U.S. persons (as such terms are defined in Regulation S under the 1933 Act) unless registered under 1933 Act and applicable state securities laws or an exemption from such registration is available.
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "objective", "will", "should", "believe", "plans", "intends", "hope" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning the benefits of the acquisition of Livingston.
The forward-looking statements and information are based on certain key expectations and assumptions made by Mullen, including the ability of Mullen to complete the acquisition of Livingston on the terms proposed. Although Mullen believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Mullen can give no assurance that they will prove to be correct.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the current financial markets; the service and energy industry in general achieving the anticipated benefits of the Transaction; the determination by the trustees of Livingston of whether the Transaction is a Superior Proposal, and the failure to obtain required regulatory, court, securityholder and approvals. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these times.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Mullen are included in reports of Mullen on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com) of Mullen. The forward-looking statements and information contained in this press release are made as of the date hereof and Mullen undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities law. Mullen relies on litigation protection for "forward-looking" statements.
Mullen is a publicly traded corporation listed on the Toronto Stock Exchange under the symbol "MTL". Additional information is available on our website at www.mullen-group.com.
SOURCE Mullen Group Ltd.
For further information: For further information: Mr. Murray K. Mullen - Chairman and Chief Executive Officer; Mr. Stephen H. Lockwood - President and Co-Chief Executive Officer, 121A, 31 Southridge Drive, Okotoks, Alberta, Canada, T1S 2N3, Tel: (403) 995-5200