Clearwater Seafoods Incorporated, Premium Brands Holdings Corporation and Mi’kmaq First Nations Coalition Celebrate completion of Historic Transaction

 

CANADA
Tuesday, January 26, 2021, 07:00 (GMT + 9)

HALIFAX, Nova Scotia /CNW/ – Clearwater Seafoods Incorporated ("Clearwater" or the "Company") (TSX: CLR) is pleased to announce today that, pursuant to the previously announced plan of arrangement pursuant to the Canada Business Corporations Act (the "Arrangement"), Premium Brands Holdings Corporation (TSX: PBH) and FNC Holdings Limited Partnership, representing a coalition of Mi’kmaq First Nations, acting through a wholly-owned subsidiary, 12385104 Canada Inc., have indirectly acquired all of the issued and outstanding common shares of Clearwater ("Shares") effective today at a price of C$8.25 per Share.

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Clearwater shareholders provided overwhelming support for the transaction. Colin MacDonald, Chair of the board of directors of Clearwater said "I’m proud of this deal and confident it will enhance the culture of diversity and sustainable seafood excellence that Clearwater is known for.  I’m proud to turn over the legacy of the company in Atlantic Canada to new ownership and the existing management team."

"We are very excited to have a world class seafood company like Clearwater join our ecosystem.  The combination of its best-in-class management team, differentiated products and world renowned reputation for quality with our value-add expertise, brand development capabilities and extensive customer relationships in North America will strengthen Clearwater’s business and position it to accelerate its growth," said George Paleologou, President and CEO of Premium Brands. "We are also very pleased to be partnering with the Membertou, Miawpukek, Sipekne’katik, We’koqma’q, Potlotek, Pictou Landing and Paqtnkek communities. We all share a common long-term vision for Clearwater and its continuing development as a global leader in premium seafood," added Mr. Paleologou.

"This is a significant achievement for the Mi’kmaq," said Chief Terry Paul, Membertou First Nation. "Mi’kmaq not only become 50% owners of the company but expect to hold Clearwater’s Canadian fishing licences within a fully Mi’kmaq owned partnership. This collective investment by First Nations in Clearwater represents the single largest investment in the seafood industry by any Indigenous group in Canada and transforms our participation in the commercial fishing sector providing more opportunities and prosperity for our communities," added Chief Terry Paul.

"We are delighted to be working with Premium Brands and the Mi’kmaq to continue to grow and strengthen our business while preserving our culture and community presence." said Ian Smith, President and CEO of Clearwater.  "This partnership positions us to continue building on the legacy of our founders, Colin MacDonald and John Risley, while we embark on the next chapter of a remarkable Atlantic Canadian success story" added Mr. Smith.

Pursuant to the Arrangement, a holder of Shares, deferred stock units ("DSUs"), directors performance share units ("DPSUs") or performance share units ("PSUs") is entitled to receive C$8.25 for each Share, DSU, DPSU and PSU owned immediately prior to the closing of the Arrangement.

A detailed description of the Arrangement is set forth in Clearwater’s management information circular dated December 3, 2020 (the "Circular"). Shareholders can obtain a copy of the Circular as filed with applicable Canadian securities regulatory authorities on SEDAR.  A Letter of Transmittal was mailed to registered shareholders of Clearwater ("Shareholders") along with the Circular and is also available on SEDAR. The Letter of Transmittal explains how Shareholders can deposit and obtain payment for their Shares. Shareholders must return their duly completed Letter of Transmittal to the depositary, Computershare Trust Company of Canada, in order to receive the consideration to which they are entitled for their Shares. Non-registered shareholders who hold Shares in brokerage accounts or with other financial intermediaries should carefully follow the instructions from any brokers or other financial intermediaries that hold Shares on their behalf.

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Clearwater intends to apply to cease to be a reporting issuer under applicable securities laws. Shares are expected to be delisted from trading on the Toronto Stock Exchange (the "TSX") on or about the close of business on January 26, 2021.

The completion of the Arrangement satisfies the condition precedent to the conditional full redemption (the "Redemption") of the Company’s outstanding 6.875% Senior Notes due 2025 (the "Notes").  The redemption of the Notes will occur on February 12, 2021 (the "Redemption Date").