BLACKS HARBOUR, NB, April 29 ,2004 – Connors Bros. Income Fund (TSX: CBF.UN) and Bumble Bee Holdings L.P. jointly announced today that the transaction combining the two companies (the \”Transaction\”) will close on Friday, April 30.
The completion of the Transaction was subject to certain regulatory and other approvals, including clearance by the Antitrust Division of the U.S. Department of Justice (the \”DOJ\”) under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976. As previously announced, the Fund and Bumble Bee have received a request for additional information (a \”Second Request\”) from the DOJ in connection with its investigation of the Transaction. The Second Request requires Connors Bros. and Bumble Bee to provide additional documents and information to supplement the material already provided to the DOJ in connection with this investigation. The Fund and Bumble Bee have reached an agreement with the DOJ to permit the closing of the Transaction prior to the completion of the DOJ\’s investigation. Under this agreement, the Fund and Bumble Bee have agreed to certain potential remedies that would only be implemented if required by the DOJ following the completion of its investigation. Management of Connors Bros. and Bumble Bee believe that the implementation of any or all of these remedies, if ultimately required by the DOJ, would not be material to the Transaction and would not adversely impact the anticipated $1.35 per unit annual distribution level for the combined business.
The Fund\’s public offering of 14,500,000 subscription receipts (the \”Subscription Receipts\”), plus an additional 717,391 Subscription Receipts issued pursuant to the over-allotment exercised by the underwriters, closed on March 22, 2004. The Subscription Receipts are traded on the Toronto Stock Exchange under the symbol \”CBF.R\”. Effective on the closing of the Transaction on Friday, April 30, trading in the Subscription Receipts will be halted, and the Subscription Receipts will remain halted until the close of business on April 30 at which time they will be delisted. Holders of Subscription Receipts will receive one ordinary trust unit of the Fund (a \”Unit\”) for each Subscription Receipt held, effective at 5:00 p.m. (Toronto time) on April 30. As the Subscription Receipts and the Units trade in the \”Book-Entry\” system and no individual certificates are issued, holders of Subscription Receipts need not take any action in order to receive the Units to which they are entitled. The Subscription Receipts and the underlying Units have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement of such Act.
The Fund\’s previously-announced cash distribution of $0.10 per Unit for April 2004 will be payable on May 31 to unitholders of record at the close of business on April 30, 2004 (including holders of Subscription Receipts that have been exchanged for Units on that day). Holders of Subscription Receipts will also receive, for each Unit acquired on the exchange of Subscription Receipts, $0.10, reflecting the amount that the holder would have received had that person been a holder of Units on March 31, the record date for the Fund\’s last monthly distribution. This distribution equivalent will be paid by May 5 to holders of Subscription Receipts of record on April 30.
Due to the time that was required to advance the U.S. antitrust clearance process, the Fund called a special meeting (the \”Meeting\”) of the holders of its outstanding Subscription Receipts to request a one-month extension of the April 30 deadline for completion of the Transaction. The Meeting will be held at the Fairmont Royal York Hotel in Toronto, Ontario, at 9:00 a.m. on Friday, April 30, 2004. As the closing of the Transaction will not have been completed prior to the scheduled time for the Meeting, the Meeting will proceed as planned. Although management of Connors Bros. and Bumble Bee are confident that an extension of the deadline will not be necessary, they believe that it would be prudent to obtain the approval of the extension from the holders of Subscription Receipts in case any of the required closing arrangements cannot be completed on April 30.
The Fund is a limited purpose trust established to hold the securities of Connors Bros. Connors Bros. is the largest producer of canned sardines in the world. Connors Bros.\’ Brunswick(R) and Beach Cliff(R) brands are the two leading sardine brands in North America. Bumble Bee Seafoods is a leading branded canned seafood company, offering a full line of canned tuna, salmon and specialty seafood products marketed under leading brands including Clover Leaf(R) and Bumble Bee(R).
The statements contained in this news release that are forward-looking are based on current expectations and are subject to a number of uncertainties and risks, and actual results may differ materially. These uncertainties and risks include, but are not limited to: availability of resource, competitive pressures and changes in market activity, risks associated with U.S. and international sales and foreign exchange, and other regulatory requirements. Further information can be found in the disclosure documents filed by Connors Bros. Income Fund with the securities regulatory authorities, available at www.sedar.com.
For further information: Bruno Del Bel, Chief Financial Officer, Connors Bros., Limited, Tel: (506) 456-3391.