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2008-10-06 17:36:43 CEST 2008-10-06 17:37:43 CEST REGULATED INFORMATION Clearwater Finance Inc. - Decisions of extraordinary general meetingClearwater Seafoods Income Fund Announces Debentureholder Approval of amendments to debenture trust indentureAttention Business/Financial Editors: Clearwater Seafoods Income Fund Announces Debentureholder Approval of amendments to debenture trust indenture /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ HALIFAX, October 6, 2008 /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 The amendments provide for the redemption of all of the debentures. 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 indenture. 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 co- forth in the transaction agreement will or di- io- s waived andthat thet- will close. The Fund does not assume for a- s- c- i- n the accuracy and completeness of the forward-looking statements and does not undertake any obligation to publicly revise these forwar- statements to reflect subsequent -looki- g events or circumstances, other than as required by applicable laws. About Clearwater 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: Robert Wight, Chief Financial Officer, Clearwater, (902) 457- 2369; Tyrone Cotie, Director of Corporate Finance and Investor Relations, Clearwater, (902) 457-8181 |
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