HALIFAX, NS – Clearwater Seafoods Incorporated (“Clearwater” or the “Company“) (TSX: CLR) announced that, at its special meeting (“Meeting“) of shareholders held today, shareholders of Clearwater voted to approve the previously announced plan of arrangement pursuant to the Canada Business Corporations Act (the “Arrangement“). Pursuant to the Arrangement, FNC Holdings Limited Partnership (“FNC Holdings“), representing a coalition of Mi’kmaq First Nations (the “Participating Communities“) and Premium Brands Holdings Corporation (“Premium Brands“) (TSX: PBH), through a new equally owned corporation, 12385104 Canada Inc., will, among other things, acquire all of the issued and outstanding common shares of Clearwater (the “Shares“) at a price of $8.25 per Share.
The Arrangement required approval by the affirmative vote of at least two-thirds of the votes cast by holders of the Shares represented in person or by proxy at the Meeting. Of the votes cast at the Meeting with respect to the Arrangement, a total of 45,812,801 Shares were voted in favour of the Arrangement, representing approximately 99.89% of the votes cast on the special resolution approving the Arrangement. Clearwater’s full report of voting results will be filed under Clearwater’s issuer profile at www.sedar.com.
Approval of the Arrangement under the Competition Act was received January 6, 2021. Clearwater intends to seek a final order of the Supreme Court of Nova Scotia (the “Court“) to approve the Arrangement at a hearing to be held on Friday, January 8, 2021. Subject to the issuance of the final order, the Arrangement is expected to close and take effect on or about January 25, 2021.
Upon the closing of the Arrangement, registered shareholders of Clearwater must submit their share certificates along with a duly completed letter of transmittal in order to receive the cash consideration under the Arrangement. A letter of transmittal was mailed to all registered shareholders. In addition, the letter of transmittal was filed under Clearwater’s issuer profile at www.sedar.com. Registered shareholders of Clearwater who properly complete, duly execute and deliver the letter of transmittal, along with their share certificates, will receive the cash consideration per Share due pursuant to the Arrangement.
Clearwater is one of North America’s largest vertically-integrated seafood companies and the largest holder of shellfish licenses and quotas in Canada. It is recognized globally for its superior quality, food safety, diversity of species and reliable worldwide delivery of premium wild, eco-certified seafood, including scallops, lobster, clams, coldwater shrimp, langoustine, whelk and crab.
Since its founding in 1976, Clearwater has invested in science, communities, people and technological innovation, as well as resource management to sustain and grow its seafood resource.
This commitment has allowed it to remain a leader in the global seafood market and in sustainable seafood excellence. Further information is available on Clearwater’s website at www.clearwater.ca and at InvestorInquiries@clearwater.ca.
This news release may contain “forward-looking information” as defined in applicable Canadian securities legislation. Such forward-looking statements typically contain statements with words such as “anticipate”, “expect”, “intend”, “estimate”, “propose”, or similar words suggesting future outcomes or statements regarding an outlook. More particularly and without limitation, this news release contains forward-looking information and statements concerning the the timing and anticipated receipt of required regulatory approvals and anticipated timing for closing the Arrangement. All statements other than statements of historical fact, included in this release, constitute forward-looking information that involve various known and unknown risks, uncertainties, and other factors outside management’s control. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. There can be no assurance that such information will prove to be accurate and actual results and future events could differ materially from those anticipated in such forward-looking information.
For additional information with respect to risk factors applicable to Clearwater, reference should be made to Clearwater’s continuous disclosure materials filed from time to time with securities regulators, including, but not limited to, Clearwater’s Annual Information Form. The forward-looking information contained in this release is made as of the date of this release and Clearwater does not undertake to update publicly or revise the forward-looking information contained in this release, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
No regulatory authority has approved or disapproved the adequacy or accuracy of this news release.