CFM Corporation

CFM Corporation

March 29, 2005 19:58 ET

CFM Corporation Confirms Teachers' Offer Price Of $1.50 Per Share And Fairvest Recommends Shareholders Vote For Amalgamation




MARCH 29, 2005 - 19:58 ET

CFM Corporation Confirms Teachers' Offer Price Of
$1.50 Per Share And Fairvest Recommends Shareholders
Vote For Amalgamation

MISSISSAUGA, ONTARIO--(CCNMatthews - March 29, 2005) - CFM Corporation
("CFM" or the "Company") (TSX:CFM) previously announced that Teachers'
Private Capital, the private equity arm of Ontario Teachers' Pension
Plan Board ("Teachers"), had offered to purchase all of the common
shares of the Company at Cdn.$1.50 in cash per common share and that, as
part of the transaction, Teachers' had agreed to provide the Company
with a US$25 million interim financing facility. The amalgamation
agreement entered into with Teachers provides that, in the event that
the Company did not utilize more than US$10 million of this interim
financing facility, or if it did so while continuing to meet a specified
current asset coverage threshold, CFM shareholders would be entitled to
receive an additional Cdn.$0.10 per common share in cash consideration.
CFM is required to determine as of today's date whether it could satisfy
the conditions required to earn the additional Cdn.$0.10 price

The Board of Directors of CFM has determined that the Company may be
required to borrow funds in excess of US$10 million under the interim
financing facility provided to the Company by Teachers and that such
additional borrowings may not meet the specified current asset coverage
threshold. As a result, and as required under the amalgamation
agreement, the Company is today advising that the offer price of
Cdn.$1.50 in cash per common share should apply and be paid to CFM
shareholders upon the amalgamation.

With respect to the Teachers' offer, the Company has been advised that
Fairvest, an ISS company and Canada's leading independent proxy advisory
firm, has recommended that CFM shareholders vote in favour of the
proposed acquisition at the upcoming annual and special shareholders'
meeting to be held on April 8, 2005 at 2:00 p.m. at The Mississauga
Convention Centre, Salon D, 75 Derry Road West, Mississauga, Ontario.

In issuing its recommendation, Fairvest said that it had reviewed the
entire process followed by the Company from the establishment of the
special committee up to the acceptance of the offer from Teachers'
Private Capital, evaluated the offer, and considered the damages awarded
against the Company in the Dimplex litigation as well as other
influencing factors. Fairvest stated that, based on the matters noted
above and assuming a purchase price of Cdn.$1.50 per share, Fairvest
supports the transaction and recommends that shareholders of the Company
vote for all proposed resolutions.

"We are pleased that Fairvest conducted its independent review and has
recommended that the shareholders approve the transaction with Teachers'
Private Capital", said Colin Adamson, Chairman and Chief Executive
Officer. "The Board of Directors recommended that shareholders vote in
favour of this transaction and Fairvest has now recommended that
shareholders vote in favour of this transaction. CFM encourages all
shareholders to vote their shares either in person or by proxy in favour
of the transaction with Teachers' Private Capital as soon as possible by
following the instructions provided to shareholders by mail last week."

The Company announced separately today its financial results for the
first quarter of fiscal 2005 ended January 1, 2005, which satisfies a
requirement of the intercreditor and forbearance agreement among the
Company, the holders of its senior notes and its credit facility lender.
The Company expects to file its first quarter financial results and its
management's discussion and analysis relating to the first quarter ended
January 1, 2005 on SEDAR by April 1, 2005.

This press release contains forward looking statements that involve
certain risks and uncertainties which could cause actual results to
differ materially from future results expressed or implied by such
forward looking statements. Important factors that could affect these
statements include, without limitation, general economic conditions,
consumer confidence, the level of housing starts and demographics, CFM's
ability to develop new products, patent protection, weather and related
customer buying patterns and manufacturing issues, industry capacity,
product liability, availability of gas and gas prices, mass merchant
consolidation, credit and collections, supply and cost of raw materials,
steel availability and pricing, purchased parts and personnel, costs of
certain employee benefits, the inability to increase selling prices as
costs increase, competition, foreign currency fluctuations and
government regulation. These factors and other risks and uncertainties
are discussed in detail in CFM's Annual Information Form dated March 11,
2005 and in the reports and disclosure documents filed by CFM with
Canadian and U.S. securities regulatory authorities and commissions.
Statements made in this press release are made as of March 29, 2005 and
CFM disclaims any intention or obligation to update or revise any
statements made herein, whether as a result of new information, future
events or otherwise.

CFM is a leading integrated manufacturer of home products and related
accessories in North America and the United Kingdom. CFM designs,
develops, manufactures and distributes a line of hearth and space
heating products, barbecue and outdoor products and water and air
purification products. CFM maintains an ongoing program of research and
development aimed at continually improving the quality, design, features
and efficiency of its products.


Contact Information

    CFM Corporation
    Chairman and Chief Executive Officer
    (905) 670-7777 ext. 2419
    CFM Corporation
    Vice President and Chief Financial Officer
    (905) 670-7777 ext. 2419