ATS Andlauer Income Fund
TSX : ATS.UN

ATS Andlauer Income Fund

August 12, 2008 16:38 ET

ATS Andlauer Income Fund Acknowledges Proposal by Andlauer Management Group Inc.

TORONTO, ONTARIO--(Marketwire - Aug. 12, 2008) - ATS Andlauer Income Fund (the "Fund") (TSX:ATS.UN) acknowledged today the proposal by Andlauer Management Group Inc. ("AMG"), announced in a press release issued yesterday, to acquire all of the units of the Fund not owned by AMG or its affiliates at a price of C$11.75 per unit. The Fund's board of trustees (the "Board") met today in response to AMG's proposal, and established a committee of independent trustees that will be chaired by David I. Matheson, Chairman of the Board.

The independent committee has retained McCarthy Tetrault LLP to provide legal advice and is in the process of retaining financial advisors. The committee will supervise the preparation of a formal valuation of the Fund and expects to be in a position to respond to AMG's proposal after the formal valuation of the Fund is complete.

The Board also approved today the adoption of a unitholder rights plan (the "Rights Plan"), effectively immediately, to ensure that all unitholders are treated fairly in any transaction involving a change of control of the Fund.

The Rights Plan is subject to all required regulatory approvals, and unitholders will be asked to confirm the Rights Plan at a special meeting of unitholders to be held within six months. If approved, the Rights Plan would remain in effect until the close of the annual unitholders' meeting occurring in 2011.

The Rights Plan is similar to other unitholder rights plans adopted by Canadian income funds and corporations. Until the occurrence of certain specific events, the rights will trade with the units of the Fund and be represented by the unit certificates for such units. The rights become exercisable only when a person, including any party related to it or acting jointly with it, acquires or announces its intention to acquire 20 percent or more of the outstanding units of the Fund without complying with the "Permitted Bid" provisions of the Rights Plan. Should a non-permitted acquisition occur, each right would entitle each holder of units (other than the acquiring person and persons related to it or acting jointly with it) to purchase additional units of the Fund at a 50 percent discount to the market price at the time.

The Rights Plan will grandfather AMG's current ownership position but will prevent others from acquiring units at or above the 20 percent level without the approval of the Board and will prevent AMG from acquiring any further units unless and until it decides to proceed with an offer to all unitholders.

It is not the intention of the Rights Plan to prevent take-over bids. Under the Rights Plan, a Permitted Bid is a bid made to all unitholders on identical terms and conditions that is open for at least 60 days. If at the end of 60 days at least 50 percent of the outstanding units, other than those owned by the offeror and certain related parties, have been tendered, the offeror may take up and pay for the units but must extend the bid for a further 10 days to allow all other unitholders to tender.

The Fund is an open-ended trust that holds, indirectly, securities of ATS Andlauer Transportation Services Limited Partnership ("ATS Andlauer LP"). ATS Andlauer LP is a leading single source transportation solutions provider in Canada, providing integrated trucking, courier, air freight and value added transportation and distribution services to consumer product companies. It operates facilities in 23 centres across Canada and serves approximately 1,400 diversified customers.

The Fund's units trade on the Toronto Stock Exchange under the symbol ATS.UN.

Additional information relating to the Fund, including all public filings, is available on www.sedar.com and on the Fund's website at www.atsincomefund.ca.

Contact Information

  • ATS Andlauer Income Fund
    David I. Matheson
    Chairman of the Board
    (416) 865-7219
    Website: www.atsincomefund.ca