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Clearwater Seafoods To Become A Corporation

Economics +1 more

CANADA - Clearwater Seafoods Income Fund signed a definitive agreement to convert to a corporation; received the interim order of the Nova Scotia Supreme Court approving the plan of arrangement.

Clearwater Seafoods Income Fund has entered into a definitive agreement (the "Arrangement Agreement") with Clearwater Seafoods Incorporated ("Newco"), Clearwater Seafoods Holding Trust, Clearwater Seafoods Limited Partnership, CS ManPar Inc. and 7914091 Canada Inc. setting out the principal terms of a proposed arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act to convert the Fund to a publicly traded corporation which will be named "Clearwater Seafoods Incorporated".

Subject to the receipt of all required approvals, the Arrangement is intended to take effect as of 31 December, 2011 (the "Effective Time").

Newco, a wholly-owned subsidiary of the Fund, was incorporated on the seventh of July, 2011 for the purpose of entering into the Arrangement Agreement in order to give effect to the Arrangement.

Under the Arrangement, the Fund's unitholders (the "Unitholders") will receive, at the Effective Time, one common share of Newco ("Newco Share") for each unit of the Fund ("Unit") held and Newco will assume all of the covenants and obligations of the Fund, including the Fund's outstanding debentures.

The Arrangement is subject to, among other customary conditions, approval of the Nova Scotia Supreme Court of the plan of arrangement by which the Arrangement will be implemented, a positive vote in favour of the Arrangement by the holders of at least 66 2/3 per cent of the Units represented at the annual and special meeting of Unitholders to be held on Thursday, 25 August, 2011 (the "Meeting") and the approval of the Toronto Stock Exchange ("TSX") to the listing of the Newco Shares.

The Nova Scotia Supreme Court granted an interim order to the Fund and Newco yesterday approving the calling of the Meeting.

The Fund expects to mail an information circular (the "Circular") to Unitholders on or about Wednesday, the third of August, 2011 in connection with the holding of the Meeting.

The Circular will include a summary of the Arrangement Agreement and additional details concerning the Arrangement. Unitholders should review the full text of the Arrangement Agreement which has been filed on SEDAR at