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Premium Brands Holdings Corporation and a Mi'Kmaq First Nations Coalition Announce the Acquisition of Clearwater Seafoods Incorporated – Canada NewsWire

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All amounts in Canadian dollars unless otherwise stated

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  • Premium Brands and a Mi’kmaq First Nations Coalition led by Membertou First Nation to jointly acquire Clearwater, Atlantic Canada’s largest wild seafood company
  • Clearwater shareholders to receive $8.25 in cash per Clearwater common share
  • Clearwater to continue to operate as a distinct entity thereby ensuring continuity for its brand, employees and significant community involvement in Atlantic Canada
  • Premium Brands to raise $250 million of new equity capital by way of a $200 million bought deal public offering and a $50 million concurrent private placement with CPP Investments

VANCOUVER, BC, Nov. 9, 2020 /CNW/ – Premium Brands Holdings Corporation (“Premium Brands” or the “Company”) (TSX: PBH) and a coalition of Mi’kmaq First Nations (the “Participating Communities”) are pleased to announce that they have entered into a definitive arrangement agreement with Clearwater Seafoods Incorporated (“Clearwater”), pursuant to which Premium Brands and the Participating Communities, through a newly formed company owned equally between Premium Brands and the Participating Communities (the “Joint Venture”), have agreed to acquire all of the issued and outstanding common shares of Clearwater and the units issued under various Clearwater equity compensation plans for $8.25 per share (subject to adjustment as described below) in a transaction valued at approximately $1 billion, including debt (the “Transaction”).

This strategic investment represents a transformational change in Canadian fisheries, that positions Clearwater to accelerate its growth both domestically and internationally.

“We are very pleased to be partnering with both the Mi’kmaq First Nations communities and Clearwater,” said George Paleologou, President and CEO of Premium Brands. “Clearwater on its own is a world class seafood company with a great management team, best-in-class products and a globally respected brand. In partnership with us and the Mi’kmaq First Nations communities, it will become an even stronger business by leveraging the complementary strengths of our three organizations,” added Mr. Paleologou.

“We are also very pleased to be playing a role in this historic opportunity to significantly enhance First Nations’ participation in Canada’s east coast commercial fisheries,” stated Mr. Paleologou.

“This represents a historic opportunity for the Mi’kmaq to strengthen our role in Canada’s commercial fisheries, including playing a much larger part in its unique deep-water fisheries,” said Chief Terry Paul, Membertou First Nation. “Mi’kmaq will not only become 50% owners of Clearwater with our new partner, Premium Brands, but will proudly hold all of Clearwater’s Canadian fishing licences within a fully Mi’kmaq owned entity. Each of Paqtnkek, Pictou Landing, Potlotek, Sipekne’katik and We’koqma’q have confirmed their intention to participate with Membertou and Miawpukek in this historic investment,” added Chief Terry Paul.

“We are very excited about working with Premium Brands and the Participating Communities to continue to grow and strengthen our business while preserving our culture and community presence in Atlantic Canada,” said Ian Smith, President and CEO of Clearwater. “Furthermore, this partnership ideally positions us to continue building on the legacy created by Clearwater’s founders, Colin MacDonald and John Risley” added Mr. Smith.

Transaction Highlights

  • Creation of an Industry-Leading Global Seafood Group. The combined seafood operations of Clearwater, Premium Brands and the Participating Communities is expected to generate more than $1.3 billion(1) in annual sales, with the majority of Clearwater’s sales (approximately 89%)(2) outside of Canada.
  • Accretive to Premium Brands. The Transaction is expected to have immediate double-digit earnings per share accretion for Premium Brands.
  • Synergistic Growth Platform. The Transaction delivers a strong platform for synergistic growth by enabling all three parties to leverage each other’s complementary strengths, including Clearwater’s global distribution infrastructure and unparalleled access to highly valued wild-catch seafood products; the Participating Communities’ access to unique sources of highly valued wild-catch seafood products; and Premium Brands’ deep expertise in value-add product creation, brand development and extensive customer relationships in Canada and the United States.
  • Groundbreaking First Nations Partnership. The partnership between Premium Brands, the Participating Communities and Clearwater creates a long term ‘made in Canada‘ structure that will contribute to the preservation and enhancement of Canada’s national seafood resources for the benefit of First Nations, the stakeholders of Premium Brands and Clearwater, as well as for all Canadians.
  • Stable Cash Flow Generation. The Transaction is structured such that Premium Brands and the Participating Communities will receive stable annual cash flows from Clearwater, while ensuring Clearwater is well capitalized to execute its business plan, including funding its maintenance and growth capital requirements.
  • Common Culture and Shared Vision. Clearwater has an experienced professional management team that shares the entrepreneurial values that are core to both Premium Brands and the Participating Communities. Furthermore, all three organizations share a common long-term optimistic vision for the future of sustainable wild-catch seafood products.

Additional Transaction Details

The Transaction will be completed by way of a plan of arrangement under the Canada Business Corporations Act. Completion of the Transaction is subject to a number of conditions, including court and Clearwater shareholder approvals and compliance with the Competition Act (Canada). The Transaction is not subject to a financing condition and is expected to close in the first half of 2021.

If the Transaction closes on or before January 29, 2021, Clearwater shareholders will receive $8.25 in cash per Clearwater common share. If the Transaction closes after January 29, 2021, but on or before April 30, 2021, Clearwater shareholders will receive $8.30 in cash per Clearwater common share. If the Transaction closes after April 30, 2021, but on or before June 30, 2021 (the outside date for the Transaction) Clearwater shareholders will receive $8.35 in cash per Clearwater common share.

As part of the Transaction, a newly formed Canadian entity, wholly-owned by the Participating Communities, will acquire substantially all of the Canadian seafood licences held by Clearwater. Clearwater will maintain a perpetual licence for use of the seafood licences.

The Joint Venture’s capitalization will be funded through subordinated debt provided by Premium Brands, proceeds from the sale of substantially all of the Canadian seafood licences held by Clearwater to the Participating Communities, a newly established syndicated credit facility and nominal equity contributions shared by Premium Brands and the Participating Communities. The structure will provide Premium Brands and the Participating Communities with access to stable cash flows generated through, among other things, their subordinated debt interests in Clearwater while ensuring Clearwater is properly capitalized to execute its business plan, including funding its maintenance and growth capital requirements.

Additional details will be made available on Premium Brands’ website and may be accessed at www.premiumbrandsholdings.com/presentations.htm

Support from Clearwater Stakeholders

In connection with the strategic review process announced by Clearwater on March 5, 2020, Clearwater formed a special committee of independent directors to solicit, consider and evaluate various strategic alternatives available to Clearwater (the “Clearwater Special Committee”). The Clearwater Special Committee provided its unanimous recommendation of the Transaction to the Clearwater board of directors. The Clearwater board of directors, having received and considered the recommendation of the Clearwater Special Committee, and in consultation with its financial and legal advisors, determined that the Transaction is in the best interests of Clearwater shareholders and unanimously recommended that Clearwater shareholders vote in favour of the Transaction at the special meeting of shareholders to be held to approve the Transaction.

Each of the directors and the Chief Executive Officer and Chief Financial Officer of Clearwater has entered into a voting support agreement pursuant to which each has committed to vote in favour of the Transaction. In the aggregate, parties holding or controlling approximately 63.91% of the total number of issued and outstanding Clearwater common shares have agreed to vote in favour of the Transaction.

“Bought Deal” and Private Placement Financings

Premium Brands is also pleased to announce that it has entered into an agreement with Cormark Securities Inc., BMO Capital Markets, CIBC Capital Markets, National Bank Financial Inc. and Scotiabank, acting as joint bookrunners on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which Premium Brands will issue, from treasury on a “bought deal” basis, 2,051,000 common shares (the “Shares”) at a price of $97.55 per share (the “Issue Price”), for gross proceeds of approximately $200 million (the “Offering”).

In addition, Premium Brands has entered into an agreement under which Premium Brands will complete a private placement of common shares at the Issue Price with Canada Pension Plan Investment Board (“CPP Investments”), for aggregate gross proceeds of approximately $50 million (the “Private Placement”).

Premium Brands intends to use the net proceeds of the Offering and the Private Placement to temporarily repay indebtedness under one of its credit facilities, which will then be drawn upon to fund the Transaction.

Premium Brands has granted the Underwriters an over-allotment option (the “Over-Allotment Option”) to purchase additional Shares on the same terms, representing up to 15% of the size of the Offering, exercisable in whole or in part at any time for a period of up to 30 days following closing of the Offering, to cover over-allotments, if any. CPP Investments has also been granted an option (the “Additional Subscription Option”) to purchase a number of additional common shares representing up to 15% of the number of shares subscribed by them, such option to be exercised and closed not later than 45 days from the date hereof. If each of the Over-Allotment Option and Additional Subscription Option are exercised in full, Premium Brands will receive additional gross proceeds of approximately $37.5 million, for aggregate gross proceeds from the Offering and the Private Placement of approximately $287.6 million.

Closing of the Offering is expected to occur on or about December 1, 2020. The Offering is subject to normal regulatory approvals, including approval of the Toronto Stock Exchange.

The Shares issued pursuant to the Offering will be offered in each of the provinces and territories of Canada by way of a short form prospectus, and by way of private placement in the United States to “qualified institutional buyers” pursuant to Rule 144A or in such a manner as to not require registration under the United States Securities Act of 1933, as amended.

The securities to be offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or under any state securities laws, and may not be offered, sold, directly or indirectly, or delivered within the United States of America and its territories and possessions or to, or for the account or benefit of, United States persons except in certain transactions exempt from the registration requirements of such Act. This release does not constitute an offer to sell or a solicitation to buy such securities in the United States, Canada or in any other jurisdiction where such offer is unlawful.

Advisors

Cormark Securities is acting as financial advisor to Premium Brands. Bryan & Company LLP, Davies, Ward, Phillips and Vineberg LLP and Bennett Jones LLP (competition law matters) are acting as legal advisors to Premium Brands. Grant Thornton is acting as financial advisor to the Participating Communities. The Breton Law Group is acting as legal advisor to the Participating Communities.

RBC Capital Markets and Antarctica Advisors LLC are acting as financial advisors and Stewart McKelvey and McCarthy Tétrault LLP (competition law matters) are serving as legal advisors to the Clearwater Special Committee. McInnes Cooper is acting as legal advisor to Clearwater. Scotiabank has provided a verbal fairness opinion to the Clearwater Special Committee and Clearwater’s board of directors.

About Premium Brands 

Premium Brands owns a broad range of leading specialty food manufacturing and differentiated food distribution businesses with operations across Canada, the United States and Italy.

www.premiumbrandsholdings.com

About the Participating Communities

The Participating Communities will invest in Clearwater through a new legal entity formed by Membertou and Miawpukek. The collective investment of the Participating Communities in Clearwater will represent the single largest investment in the seafood industry by any Indigenous group in Canada. Given the importance of this investment opportunity to the future prosperity of Mi’kmaq communities, all First Nations in Nova Scotia along with Miawpukek from Newfoundland and Labrador were provided the opportunity to participate in the collective investment. While the Participating Communities will continue to advance implementation of Treaty Rights with the government of Canada, commercial investments in the seafood sector are a strategic investment to advance the prosperity of the Participating Communities, and position them as equal participants in the commercial economy. The impact of this transformational investment will be felt across Mi’kmaq communities in Nova Scotia and Newfoundland and Labrador for generations to come.

Forward Looking Statements

This press release contains forward looking statements with respect to Premium Brands, including, without limitation, statements regarding its business operations, strategy and financial performance and condition, proposed acquisitions and plans and objectives of or involving Premium Brands. While management believes that the expectations reflected in such forward looking statements are reasonable and represent Premium Brands’ internal expectations and belief as of November 9, 2020, there can be no assurance that such expectations will prove to be correct as such forward looking statements involve unknown risks and uncertainties beyond the control of Premium Brands which may cause its actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward looking statements.

Forward looking statements generally can be identified by the use of the words “may”, “could”, “should”, “would”, “will”, “expect”, “intend”, “plan”, “estimate”, “project”, “anticipate”, “believe” or “continue”, or the negative thereof or similar variations. Forward looking statements in this press release include statements with respect to Premium Brands’ expectations regarding: (i) the timing of closing of the Transaction; (ii) the benefits arising from the Transaction; (iii) the timing of closing of the Offering and the Private Placement; and (iv) the use of the net proceeds of the Offering and the Private Placement.

Forward looking statements are based on a number of key expectations and assumptions made by Premium Brands, including, without limitation, that: (i) Premium Brands will realize the anticipated benefits arising from the Transaction; (ii) Premium Brands will obtain all required regulatory approvals to complete the Transaction, including, without limitation, the approval of the Canadian Competition Bureau; (iii) the conditions to closing the Transaction, including court and Clearwater shareholder approval, will be satisfied; (iv) Premium Brands will obtain all required regulatory approvals to complete the Offering and the Private Placement, including, without limitation, the approval of the Toronto Stock Exchange; and (v) the expectations and assumptions outlined in Premium Brands’ MD&A for the 13 and 39 weeks ended September 26, 2020 and for the 13 and 52 weeks ended December 28, 2019. Although the forward looking statements contained in this press release are based on what Premium Brands’ management believes to be reasonable assumptions, Premium Brands cannot assure investors that actual results will be consistent with such forward looking statements.

Forward looking statements involve significant risks and uncertainties and should not be read as guarantees of future performance or results. Those risks and uncertainties include, among other things, risks related to: (i) the inability to satisfy the closing conditions of the Transaction; (ii) the inability to obtain approval from the Canadian Competition Bureau in respect of the Transaction; and (iii) the inability to obtain all required regulatory approvals to complete the Offering and the Private Placement. Readers are cautioned that the foregoing list of risks and uncertainties are not exhaustive. Additional factors that could cause actual results to differ materially from Premium Brands’ expectations are outlined in Premium Brands’ MD&A for the 13 and 39 weeks ended September 26, 2020 and for the 13 and 52 weeks ended December 28, 2019.

Forward looking statements reflect management’s current beliefs and are based on information currently available to Premium Brands. Unless otherwise indicated, the forward looking statements in this press release are made as of November 9, 2020 and, except as required by applicable law, will not be publicly updated or revised. This cautionary statement expressly qualifies the forward looking statements in this press release.

(1)

Represents the last twelve months of operations, pro forma Premium Brands’ acquisitions, and 100% of Clearwater’s revenue as of June 30, 2020.

(2)

Represents the last twelve months of Clearwater’s operations as of June 30, 2020.

SOURCE Premium Brands Holdings Corporation

For further information: George Paleologou, President and CEO or Will Kalutycz, CFO at (604) 656-3100

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www.premiumbrandsholdings.com

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Ontario reports dip in new COVID-19 case numbers due to technical issue – CTV Toronto

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TORONTO —
Ontario is reporting a dip in the number of new COVID-19 cases on Tuesday, but government officials say that a technical error resulted in an underestimated count today and an overestimated count yesterday.

The province issued a statement outlining the error, explaining that the record-breaking 1,589 new cases reported on Monday was overestimated and the 1,009 new cases reported today are underestimated.

Due to the technical issue, Monday’s report included cases registered up until 8 p.m. on Nov. 22 instead of up until 12 p.m. as usual, which led to the two-day error, the province said.

Health officials have not confirmed how many cases should not have been included in Monday’s total and added to today’s total instead. When averaging out new infections reported on both days, Ontario saw 1,299 cases.

The province also reported on Tuesday that 14 more people have died due to COVID-19. The day before, the province reported 19 more deaths.

Seniors continue to be the age group hardest hit by the pandemic. According to the province’s epidemiology report, 10 of the 14 deaths recorded on Tuesday were people living in long-term care homes.

Since the pandemic started in January, of the 3,519 people who have died in Ontario due to the disease and 2,441 were over the age of 80.

Provincial health officials deemed 1,082 more cases to be resolved as of Tuesday, bringing the total number of recovered patients in Ontario to 90,074.

The total number of lab-confirmed cases of COVID-19 in Ontario now stands at 106,510, including deaths and recoveries.

There are at least 534 people currently in Ontario hospitals due to COVID-19 and 159 of those patients are in an intensive care unit. Ninety-one of them are breathing with the assistance of a ventilator.

The province previously stated that once the number of COVID-19 patients in the ICU reaches 150, it becomes harder to support medical needs not related to the disease in hospitals. Furthermore, once 350 COVID-19 patients are in the ICU, it becomes “impossible” to handle other medical needs, the province said.

Where are the COVID-19 cases in Ontario?

Of the 1,009 cases reported on Tuesday, health officials say that 497 were in Toronto, 175 were in Peel Region and 118 were in York Region. Officials say these numbers may be underestimated due to the technical error.

Toronto and Peel Region entered the province’s lockdown phase on Monday, which is the final category in the province’s COVID-19 tiered framework that guides restrictions.

Most non-essential businesses, including gyms, malls and personal care services, will have to shutter in the two COVID-19 hot spots for at least 28 days.

Several other regions in Ontario reported COVID-19 cases numbers in the double digits.

Waterloo reported 40 new cases, Windsor-Essex reported 31 new cases, Simcoe-Muskoka reported 25 new cases, Ottawa and Niagara Region reported 19 new cases, Durham Region reported 16 new cases and Hamilton reported 10 new cases.

Most of the new cases of COVID-19 reported on Tuesday involve people under the age of 80.

There were 354 infections in people between the ages of 20 and 39, at least 307 in people between the ages of 40 and 59 and 130 in people between the ages of 60 and 79. There were 163 cases in people under the age of 19.

COVID-19 testing in Ontario

Officials processed 27,053 COVID-19 tests in the last 24 hours. The ministry of health said the province’s positivity rate now stands at about 5.8 per cent when including duplicate tests and errors.

There are 29,316 COVID-19 tests still under investigation.

In total, Ontario has processed more than 5.9 million tests since the pandemic began in January 

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Ford, minister of long-term care to make announcement in Toronto – CP24 Toronto's Breaking News

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Premier Doug Ford and his minister of long-term care are set to make an announcement in Toronto this afternoon.

On Monday, the premier, who provides daily updates on Ontario’s response to the pandemic, released some details of the province’s new COVID-19 vaccine task force, which will be led by retired Gen. Rick Hillier, the former head of the Canadian military.

Ford called distribution of the vaccine a “massive logistical challenge” that could turn into a “logistical nightmare” without the right planning.

“We need military precision. We need the discipline that only a general can bring to this task,” Ford said of Hillier, who served as Chief of the Defence Staff of the Canadian Forces between 2005 and 2008.

Ontario Health Minister Christine Elliott has previously indicated that she expects the province to receive a combined 2.4 million doses of the Pfizer and Moderna COVID-19 vaccines during the first three months of 2021.

Vaccine recipients will require two doses 21 days apart, meaning that the initial shipments will likely only be enough to protect about 1.2 million Ontarians.

Health Canada still needs to approve both vaccines but Elliott said planning for the early rollout of the province’s COVID-19 vaccine program is “well underway.”

“This task force will be made up of representatives from across our government and will include experts in operations and logistics, federal/ provincial relations, health care, public health and immunizations, ethics, information technology and data,” she said.

“They will be advising on the delivery, storage, and distribution of the vaccine, (and) support for health care system partners to deliver a phased vaccination program that will initially prioritize vulnerable populations followed by mass immunization.”

Today’s news conference is scheduled to begin at 1 p.m. and will be streamed live on CP24.com.

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Association calls for Halifax restaurants and bars to close amid COVID-19 spread – CBC.ca

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The Restaurant Association of Nova Scotia is calling for all restaurants and bars in Halifax to close to dine-in customers for at least the next two weeks because of rising COVID-19 case numbers in the area.

Gordon Stewart, executive director of RANS, said the association’s board of directors held an emergency meeting Monday night and decided unanimously to make the closure recommendation to its members and to Public Health.

Restaurants and bars have been a significant site of COVID-19 transmission in Nova Scotia over the past two weeks, and Stewart said consumer confidence has been “wiped out.”

“It really has hurt. Business has taken a sharp decline. But it’s more than that — it’s that we’re scared that the spread gets so bad that we end up like some of the western provinces right now,” Stewart told CBC’s Information Morning, referring to Manitoba and Alberta, which are experiencing overwhelming coronavirus surges. 

Stewart said he’ll leave it to the provincial government to decide what geographical area to shut down, based on the current epidemiology. But he expects it to encompass downtown Halifax, which has been the epicentre of the province’s current outbreak of the coronavirus.

Public Health has not yet endorsed the RANS recommendation. Chief Medical Officer of Health Dr. Robert Strang and Premier Stephen McNeil are scheduled to hold a COVID-19 briefing at 3 p.m. today.  

Stewart said the closure recommendation is focused on “full-service” restaurants. He said he supports restaurants in hotels staying open for hotel guests only, and coffee shops staying open for take-out. 

The recommendations are not meant for the rest of the province, outside HRM.

Stewart said closing will bring “a lot of repercussions for operators” but he expects it to be effective in slowing the spread of the second wave of COVID-19.

“It’s really not about the economy now. It’s really about the health and the long-term outlook of our communities,” Stewart said.

Over the past few days, many Halifax-area restaurants and bars have already decided to close — some as a precaution and others because of possible COVID-19 exposures on the premises.

Brendan Doherty, co-owner of the Old Triangle Irish alehouse, says a government-mandated shut-down would help his business, and others, access additional rent relief from Ottawa. (Andrew Vaughan/The Canadian Press)

Among them is The Old Triangle, where owners closed voluntarily on Monday, only to learn a few hours later that they were in fact the site of a possible exposure.

“Honestly I think it’s the right move,” said Old Triangle co-owner Brendan Doherty of the RANS recommendation.

“We are at a bit of a tipping point so it does make sense to take at least two weeks … to just kind of get reset and get back to where we’ve been.”

“We’ve been very fortunate [inside the Atlantic bubble] … and it’d be nice to go back to that as soon as possible.”

Doherty said a government-mandated shut-down would help his business, and others, because it would allow them to access additional rent relief through federal programs.

“It’s all about cost-saving during a shut down, and rent is the biggest cost we do incur.”

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