Hf. Eimskipafélag Islands, through its wholly owned Canadian subsidiary Eimskip Holdings Inc (“Eimskip”), has agreed to make an offer to acquire all of the outstanding trust units of Versacold Income Fund (the “Versacold”) for cash at a price of CAN$12.25 per unit (the “Offer”). The Board of Trustees of Versacold has unanimously agreed to support the Offer and has entered into a support agreement with Eimskip (the “Support Agreement”) and recommends that unitholders accept the Offer and tender their units pursuant to the Offer. “The opportunity to acquire Versacold fits well within our long term strategy to build a worldwide network of temperature controlled transportation and warehousing services. The Versacold facilities are complimentary to ours and the combined company would have a presence in the temperature controlled transportation and warehousing services market in every continent, except Africa” says Baldur Gudnason, CEO of Eimskip. “We have great respect for the management of Versacold and the business that they have so successfully built.” In connection with the Offer, Clarke Inc., Versacold's largest unitholder, has entered into a lock-up agreement to tender, subject to the terms of such agreement, all of the 8,259,284 units it owns to the Offer, representing 19.1% of the total outstanding units. In connection with the Offer, KingSett Real Estate Growth LP No. 2 has entered into a lock-up agreement to tender, subject to the terms of such agreement, all of the 2,697,720 units it owns to the Offer, representing 6.2% of the total outstanding units. The Offer will be made by way of take-over bid circular that is expected to be mailed to unitholders of Versacold on or before June 13, 2007. The Offer will be open for acceptance for a period of not less than 35 days and will be conditional upon, among other things, more than 66 2/3% of the units of Versacold (on a fully-diluted basis) being validly deposited under the Offer and not withdrawn. In addition, the Offer will be subject to other customary conditions, including the absence of any material adverse change and the obtaining of certain regulatory approvals. Under the Support Agreement, Versacold has agreed to cease any ongoing discussions, and not to solicit or engage in any further discussions relating to a competing proposal, except to accept a superior proposal to the Offer if Eimskip does not exercise its right to match a superior proposal and subject to the payment by Versacold to Eimskip of a termination fee of $20 million. The Offer is fully financed by Eimskip and with underwritten commitments for senior secured credit facilities from Royal Bank of Canada, to be arranged by RBC Capital Markets (collectively "RBC") and with real estate secured financing to be provided by KingSett Real Estate Growth LP No. 3 ("KingSett"). The Offer has been structured by KingSett, with RBC acting as advisor to Eimskip. About Versacold Income Fund Versacold Income Fund is an unincorporated, open ended limited purpose trust. The trust was created to invest in public refrigerated warehousing, distribution and related businesses, initially through the acquisition of Versacold Holdings Corp. Versacold is a leading public refrigerated warehousing (PRW) company in the United States and in the world, with 72 facilities in the U.S., Canada, Australia, New Zealand and Argentina. Versacold's operations provide global refrigerated storage capacity of approximately 290 million cubic feet to a diverse group of food producers, processors, and wholesale and retail distributors. Versacold also provides fully integrated refrigerated distribution services. Versacold Income Fund's units and convertible debentures trade on the Toronto Stock Exchange under the respective symbols of ICE.UN, ICE.DB, ICE.DB.A, ICE.DB.B and ICE.DB.C. To find out more about Versacold (TSX: ICE.UN), visit our website at www.versacold.com. About Eimskip HF Eimskipafelag Islands is one of the largest companies in Iceland and is publicly listed on the Icelandic Stock Exchange. The company has over 90 years of experience in providing transportation, warehousing and logistics services in Europe, primarily in the North Atlantic region. Operating with 200 locations around the world in over 30 countries with a total of 10,000 employees, HF Eimskipafelag Islands has global reach. It has an annual turnover exceeding C$ 2 billion and estimated 2007 EBITDA of C$ 200 million. It owns or operates 50 vessels, 100 cold-store facilities, 25 wide body cargo aircraft and 2,000 trucks and trailers. Eimskip is traded on the Icelandic Stock Exchange under the symbol of HFEIM. To find out more about Eimskip, visit our website at www.eimskip.is.
- Announces Agreement to Acquie Versacold for CAN $12.25 per Unit
| Source: Hf. Eimskipafélag Íslands