Associated Brands Income Fund

Associated Brands Income Fund

April 03, 2007 10:48 ET

Associated Brands Income Fund Files Information Circular

TORONTO, ONTARIO--(CCNMatthews - April 3, 2007) - Associated Brands Income Fund (the "Fund") (TSX:ABF.UN) announced today that it has filed with the Canadian securities regulatory authorities the information circular in connection with the previously announced proposed transaction to sell the Fund's operating subsidiaries to a wholly-owned subsidiary of a fund managed by an affiliate of TorQuest Partners.

The proceeds of the sale will be paid to the Fund's unitholders by way of the redemption of the outstanding Fund units at a cash redemption price between $0.80 and $0.82 per unit.

Unitholders of the Fund will consider the proposed transaction at the previously announced special meeting of unitholders to be held on May 4, 2007.

The information circular contains, among other things, the recommendation of the board of trustees of the Fund that unitholders of the Fund vote in favour of the proposed transaction, the reasons for the recommendation to the board of the Fund by the special committee of trustees of the Fund and its wholly-owned subsidiary Associated Brands Operating Trust who are independent of TorQuest, and the valuation and fairness opinion of Blair Franklin Capital Partners Inc., financial advisor to the special committee.

Unitholders of the Fund are advised to read the information circular as it contains important information. Unitholders may obtain a copy of the information circular (when available) on the Canadian securities regulatory authorities' SEDAR website at The information circular is expected to be mailed to the unitholders of the Fund in accordance with applicable securities laws.

About Associated Brands Income Fund

Associated Brands Income Fund (TSX:ABF.UN), through its operating subsidiaries, is a leading North American manufacturer and supplier of private-label dry-blend food products and household products. Since beginning operations in 1985, Associated Brands has grown to become one of the three largest suppliers of a diverse range of private-label dry-blend food products in North America, producing over eleven million cases annually across multiple product categories currently sold to 45 of the 50 largest North American food retailers. Associated Brands plans to build unitholder value by leveraging its solid presence in the U.S. private-label market, expanding its product offerings to current and new customers and adding additional contract manufacturing business, and through accretive acquisitions that meet its strict operating and strategic criteria. More information can be obtained at

This press release contains certain forward-looking information and statements. Forward-looking information typically contains statements with words such as "consider", "anticipate", "believe", "expect", "plan", "intend", "may", "likely" or similar words suggesting future outcomes or statements regarding an outlook for, or future changes in, the proposed sale of the operating subsidiaries of the Fund and related arrangements, the Fund's financial performance, results of operations or distributions or other expectations, future events or performance. Readers should not place undue reliance on forward-looking information and should be aware that forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the completion of the proposed sale of the operating subsidiaries of the Fund or actual results, performance or achievements of the Fund to differ materially from those suggested by the forward-looking statements. These factors include, but are not limited to, the possibility that the proposed sale of the operating subsidiaries of the Fund is not completed due to, among other things, any conditions to closing under the agreement relating to the proposed sale of the operating subsidiaries of the Fund may not be satisfied or waived, the possible failure to successfully plan and execute business improvement strategies; restrictions and covenants contained in the Fund's credit agreement and under the terms of its exchangeable debentures; the absence of long term sales contracts; possible failure to develop new product offerings; operating hazards; sensitivity of sales to weather conditions; product liability; compliance with or changes in environmental, health and safety and other regulations and guidelines; changes to income tax legislation; possible declines in vertical industry markets (grocery, foodservice, industrial and contract manufacturing); competition; reliance on key personnel; possible labour action; volatility in commodity prices and other input materials; prices; foreign exchange exposure; exposure to floating interest rates; exposures under derivative financial instruments; the possible failure to expand into the United States; changes in consumer preferences; and capital expenditures.

The above list of important factors affecting forward-looking information is not exhaustive, and reference should be made to the other risks discussed in the Fund's filings with Canadian securities regulatory authorities. The Fund undertakes no obligation, except as required by law, to update publicly or otherwise any forward-looking information, whether as a result of new information, future events or otherwise, or the above list of factors affecting this information.

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