2008-09-22 17:39:53 CEST
2008-09-22 17:40:53 CEST
REGULATED INFORMATION
Clearwater Finance Inc. - Company Announcement
Clearwater Seafoods Income Fund Announces Unitholder Approval of Going Private Transaction
Attention Business/Financial Editors:
Clearwater Seafoods Income Fund Announces Unitholder Approval of Going
Private Transaction
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES/
HALIFAX, September 22, 2008 /CNW/ - Clearwater Seafoods Income Fund (the"Fund") (TSX: CLR.UN. CLR.DB, CLR.DB.A) announced that earlier today, its
unitholders overwhelmingly approved 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 and the Fund
will
redeem 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 The
unit.
resolution was overwhelming- approved by unitholde-
represented at the meeting as
y s
well as by a majority of the units represented at the meeting that are not held
by members
of the consortium and certain other interested and/or related parties. The $4.50
per trust
unit will be paid to unitholders 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 in early October, 2008.
The Fund also announced that although holders of each series of the Fund's
convertible
debentures represented at the meeting of debentureholders to be held earlier
today had
deposited proxies overwhelmingly in favour of the debentureholder resolution to
be
considered at the meeting, the meeting had to be adjourned due to a lack of
quorum.
Under the trust indenture governing the debentures, quorum is 25% of the
principal
amount of the debentures outstanding. The meeting will be reconvened on October
6,
2008 at 11:00 a.m. (Atlantic time) at which time in accordance with the trust
indenture
the debentureholders represented in person or by proxy will constitute a quorum
regardless of whether the 25% threshold is met. Notice of the adjourned meeting
will be
mailed to debentureholders of record as of August 22, 2008, the record date for
the
meeting. As described in the management information circular relating to the
meeting,
Debentureholder are being asked to approve an extraordinary resolution that
would result
in the Fund redeeming all of the outstanding debentures for a redemption price
of 101%
of the principal amount of each debenture, plus accrued and unpaid interest to
but
excluding the closing date for the transaction.
th
It is expected that the going private transaction will close shortly after the
October 6
adjourned debentureholder meeting.
Commentary regarding forward-looking statements
This news release may contain
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The The Funddoesassume
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the accuracy and completeness of the forward-looking statements and does not
undertake
any obligation to publicly revise these forward-looking statements to reflect
subsequent
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.
%SEDAR: 00018023E
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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