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 forward-looking - stateme- stateme- stateme- stateme- statements, including statement- - stateme- - ts, ts, ts, ts, in connection , - ts, - includi- includi- includi- includi- including - includi- - g in g in g in g in in - g in - connect- connect- connect- connect- connection - connect- - on on on on - on - - - - - - - - , , - - - - - - - - - - - - - - - - g g - - n n - - - - - - - - - - - - - - - - - - n n the transactions by transaction transaction transaction agr- Such state- state- statemen- state- sta- eme- ents ents s ents eme- t. ts to kn- and and and and and and and uncertainties, and oth- facto- outsi- outsi- outside outsi- out- wn r s e e e ide controlth- cou- cou- cou- could cou- cou- could could results di- di- differmateria- from thethe the thethe the the the thethe the t d d d d d fer fer ly forwardlooking looking looking looking looking looking lookingincluding, not not not lim- to, the parti- parti- parties parti- par- ted s s s ies (or wa- the the the the the the the theconditions of the the the transac- and/or ve) ion contemplated by by agreement willbe succe- compl- compl- compl- compl- sfully ted ted ted ted reason. These These These These These These These also basedon on on various assum- inclu- inclu- inclu- inclu- thethe the thethe the the the thethe the tions, ing ing ing ing variousclosing closing closing closing closing closing closing forth in the the the transac- agree- will will will will or or or or or or or or or or or ion ent waived andthat that that that that that that thatthe will close. The The The Funddoesassume forfor for forfor for for for forfor for 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
Clearwater Seafoods Income Fund Announces Unitholder Approval of Going Private Transaction
| Source: Clearwater Finance Inc.