HLD Land Development Limited Partnership
NEX BOARD : HLD.UN.H

November 13, 2009 03:00 ET

HLD Land Development Limited Partnership: News Release

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 13, 2009) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S.

HLD Land Development Limited Partnership ("HLD") (NEX:HLD.UN.H) is pleased to announce that it has entered into a pre-acquisition agreement dated November 12, 2009 (the "Agreement") with Daisy Mountain Acquisition Corp. ("Daisy Mountain") pursuant to which Daisy Mountain will make an offer (the "Offer") to purchase all of the issued and outstanding units ("Units") of HLD, on the basis of $0.15 cash for each Unit.

HLD has 6,891,064 issued and outstanding Units. The take-over bid circular is expected to be mailed to the unitholders of HLD (the "HLD Unitholders") on November 13, 2009 and the Offer will expire at 11:59 p.m. (eastern standard time) on December 18, 2009 unless otherwise extended by Daisy Mountain in accordance with the terms of the Agreement.

The board of directors of the general partner of HLD has unanimously approved the Offer and has determined that the Offer is fair from a financial point of view to HLD Unitholders and that it is in the best interests of HLD and the HLD Unitholders, and has determined to recommend that HLD Unitholders accept the Offer.

Certain shareholders, including all HLD management and directors who own Units representing less than 1% of the outstanding Units, have entered into lock-up agreements in which they have agreed to tender pursuant to the Offer and not withdraw, except in certain circumstances. HLD has agreed not to directly or indirectly solicit or initiate any inquiries, discussions or negotiations with any third party with respect to any take-over proposal and has agreed to provide Daisy Mountain with the opportunity to match any competing offer. In addition HLD has agreed to pay a non-completion fee to Daisy Mountain in certain circumstances.

Completion of the proposed transaction is subject to a number of conditions including acceptance of the Offer by Unitholders holding at least 66 2/3% of the Units.

Contrary to HLD's previously announced intention to wind-up HLD, the directors of DiGiT Development Inc., the general partner of HLD, have decided that it is in the best interests of HLD to not dissolve HLD. The directors believe that it is in the best interests of the limited partners of HLD to pursue a takeover bid transaction with Abacus.

Cautionary Statement

This communication does not constitute an offer to purchase or the solicitation of an offer to sell or exchange any securities of HLD, nor shall there be any sale or exchange of securities in any jurisdiction (including the United States) in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. Investors are cautioned that, except as disclosed in the takeover bid circular to be prepared in connection with the transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of HLD should be considered highly speculative.

The NEX does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Tom Oliver
    President DiGiT Development Inc.
    General Partner of HLD Land Development Limited Partnership
    (604) 568-7655