HALIFAX – Clearwater Seafoods Income Fund (CLR.UN)(CLR.DB.A)(CLR.DB.B) (the "Fund") announced today that it has entered into a definitive agreement (the "Arrangement Agreement") with Clearwater Seafoods Incorporated ("Newco"), Clearwater Seafoods Holding Trust, Clearwater Seafoods Limited Partnership, CS ManPar Inc. and 7914091 Canada Inc. setting out the principal terms of a proposed arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act to convert the Fund to a publicly traded corporation which will be named "Clearwater Seafoods Incorporated". Subject to the receipt of all required approvals, the Arrangement is intended to take effect as of December 31, 2011 (the "Effective Time").
Newco, a wholly-owned subsidiary of the Fund, was incorporated on July 7, 2011 for the purpose of entering into the Arrangement Agreement in order to give effect to the Arrangement. Under the Arrangement, the Fund's unitholders (the "Unitholders") will receive, at the Effective Time, one common share of Newco ("Newco Share") for each unit of the Fund ("Unit") held and Newco will assume all of the covenants and obligations of the Fund, including the Fund's outstanding debentures.
The Arrangement is subject to, among other customary conditions, approval of the Nova Scotia Supreme Court of the plan of arrangement by which the Arrangement will be implemented, a positive vote in favour of the Arrangement by the holders of at least 66 2/3% of the Units represented at the annual and special meeting of Unitholders to be held on Thursday, August 25, 2011 (the "Meeting") and the approval of the Toronto Stock Exchange ("TSX") to the listing of the Newco Shares.
The Nova Scotia Supreme Court granted an interim order to the Fund and Newco yesterday approving the calling of the Meeting.
The Fund expects to mail an information circular (the "Circular") to Unitholders on or about Wednesday, August 3, 2011 in connection with the holding of the Meeting. The Circular will include a summary of the Arrangement Agreement and additional details concerning the Arrangement. Unitholders should review the full text of the Arrangement Agreement which has been filed on SEDAR at www.sedar.com.
Forward-Looking Statements
This press release contain forward-looking statements. Forward-looking information and statements are identified by words or phrases such as "anticipates", "expects", "believes", "estimates", "intends", "could", "may", "plans", "predicts", "projects", "will", "would", "foresees", "remain confident that" and other similar expressions or the negative of these terms and include, without limitation, forward-looking statements made in this press release relating to: (i) distributions and dividends; (ii) expected timing of the Arrangement; (iii) listing on stock exchanges and the timing thereof; (iv) expected timing of court hearings; (v) tax implications of the Arrangement; and (vi) mailing and filing date of meeting materials. Actual events or results may differ materially.
Forward-looking statements included in this press release are made based on management's belief as well as assumptions made by, and information currently available to, management of the Trust. While such beliefs and assumptions are considered reasonable by the Trust, they are inherently subject to significant business, economic and competitive uncertainties and contingencies. A number of important factors could cause actual results to differ materially from those projected in the forward-looking statements. These uncertainties and risks include, but are not limited to: (i) changes in laws and regulations affecting the Trust or Newco and their respective business operations, (ii) changes in taxation of the Trust or Newco, (iii) general economic and business conditions in the markets affecting the Trust or Newco, (iv) failure to satisfy the conditions of the conversion, (v) inability to meet stock exchange listing requirements, (vi) inability to obtain required consents, permits or approvals, for the conversion, including the requisite Unitholder approval and court approval of the Arrangement, (vii) inability to meet or continue to meet listing requirements; (viii) failure to realize anticipated benefits of the Arrangement; (ix) actual future market conditions and actual future operating and financial results being different than anticipated by management and the board of trustees of the Trust; * stock market volatility and the inability to access sufficient capital from internal and external sources; (xi) fluctuation in foreign exchange or interest rates. The foregoing list is not exhaustive. In addition, these forward-looking statements relate to the date on which they are made. Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, the Trust cannot assure Unitholders that actual results will be consistent with these forward-looking statements, and, except as required by law, the Trust disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In formulating the forward-looking statements herein, management has assumed that business and economic conditions affecting it will continue substantially in the ordinary course, including without limitation with respect to industry conditions, general levels of economic activity, regulation, taxes, foreign exchange rates and interest rates, that there will be no unexpected material changes in its facilities, customer and employee relations, credit arrangements or credit and collections experience.
About Clearwater
Clearwater is an investment trust recognized for its consistent quality, wide diversity and reliable delivery of premium wild, eco-labeled seafood, including scallops, lobster, clams, coldwater shrimp, crab and groundfish.
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.
The Fund's trust units and convertible debentures are traded on the Toronto Stock Exchange under the trading symbols "CLR.UN", "CLR.DB.A", and "CLR.DB.B", respectively.
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
Source: Clearwater