HALIFAX, NS, Jan. 7, 2021 /CNW/ - Clearwater Seafoods
Incorporated ("Clearwater"
or the "Company") (TSX: CLR) announced today that, at its
special meeting ("Meeting") of shareholders held today,
shareholders of Clearwater voted
to approve the previously announced plan of arrangement pursuant to
the Canada Business Corporations Act (the
"Arrangement"). Pursuant to the Arrangement, FNC
Holdings Limited Partnership ("FNC Holdings"), representing
a coalition of Mi'kmaq First Nations (the "Participating
Communities") and Premium Brands Holdings Corporation
("Premium Brands") (TSX: PBH), through a new equally owned
corporation, 12385104 Canada Inc., will, among other things,
acquire all of the issued and outstanding common shares of
Clearwater (the "Shares") at a price of $8.25 per Share.
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The Arrangement required approval by the affirmative vote of at
least two-thirds of the votes cast by holders of the Shares
represented in person or by proxy at the Meeting. Of the
votes cast at the Meeting with respect to the Arrangement, a total
of 45,812,801 Shares were voted in favour of the Arrangement,
representing approximately 99.89% of the votes cast on the special
resolution approving the Arrangement. Clearwater's full
report of voting results will be filed under Clearwater's issuer profile
at www.sedar.com.
Approval of the Arrangement under the Competition Act was
received January 6, 2021.
Clearwater intends to seek a final
order of the Supreme Court of Nova
Scotia (the "Court") to approve the Arrangement at a
hearing to be held on Friday, January 8,
2021. Subject to the issuance of the final order, the
Arrangement is expected to close and take effect on or about
January 25, 2021.
Upon the closing of the Arrangement, registered shareholders of
Clearwater must submit their share
certificates along with a duly completed letter of transmittal in
order to receive the cash consideration under the Arrangement. A
letter of transmittal was mailed to all registered shareholders. In
addition, the letter of transmittal was filed under Clearwater's issuer profile
at www.sedar.com. Registered shareholders of Clearwater who properly complete, duly execute
and deliver the letter of transmittal, along with their share
certificates, will receive the cash consideration per Share due
pursuant to the Arrangement.
About Clearwater
Clearwater is one of
North America's largest
vertically-integrated seafood companies and the largest holder of
shellfish licenses and quotas in Canada. It is recognized globally for its
superior quality, food safety, diversity of species and reliable
worldwide delivery of premium wild, eco-certified seafood,
including scallops, lobster, clams, coldwater shrimp, langoustine,
whelk and crab.
Since its founding in 1976, Clearwater has invested in science,
communities, people and technological innovation, as well as
resource management to sustain and grow its seafood resource.
This commitment has allowed it to remain a leader in the global
seafood market and in sustainable seafood excellence. Further
information is available on Clearwater's website at www.clearwater.ca and
at InvestorInquiries@clearwater.ca.
Forward-looking statements
This news release may contain "forward-looking information" as
defined in applicable Canadian securities legislation. Such
forward-looking statements typically contain statements with words
such as "anticipate", "expect", "intend", "estimate", "propose", or
similar words suggesting future outcomes or statements regarding an
outlook. More particularly and without limitation, this news
release contains forward-looking information and statements
concerning the the timing and anticipated receipt of required
regulatory approvals and anticipated timing for closing the
Arrangement. All statements other than statements of historical
fact, included in this release, constitute forward-looking
information that involve various known and unknown risks,
uncertainties, and other factors outside management's control.
Forward-looking information is based on a number of factors and
assumptions which have been used to develop such information but
which may prove to be incorrect.
Forward-looking statements and information are provided for the
purpose of providing information about the current expectations and
plans of management of the Company relating to the future. Readers
are cautioned that reliance on such statements and information may
not be appropriate for other purposes, such as making investment
decisions. Since forward-looking statements address future events
and conditions, by their very nature they involve inherent risks
and uncertainties. There can be no assurance that such information
will prove to be accurate and actual results and future events
could differ materially from those anticipated in such
forward-looking information.
For additional information with respect to risk factors
applicable to Clearwater,
reference should be made to Clearwater's continuous disclosure materials
filed from time to time with securities regulators, including, but
not limited to, Clearwater's
Annual Information Form. The forward-looking information contained
in this release is made as of the date of this release and
Clearwater does not undertake to
update publicly or revise the forward-looking information contained
in this release, whether as a result of new information, future
events or otherwise, except as required by applicable securities
laws.
No regulatory authority has approved or disapproved the adequacy
or accuracy of this news release.
SOURCE Clearwater Seafoods Incorporated