Dominion Citrus Income Fund
TSX : DOM.UN

Dominion Citrus Income Fund

January 12, 2016 17:11 ET

Dominion Citrus Income Fund Accepts a Letter of Intent to Acquire the Fund's Assets and Announces the Resignation of Paul Scarafile as a Trustee

TORONTO, ONTARIO--(Marketwired - Jan. 12, 2016) - Dominion Citrus Income Fund (TSX:DOM.UN) (the "Fund") has accepted an unsolicited, non-binding letter of intent (the "LOI") from Paul Scarafile, interim President of Dominion Citrus Limited (TSX:DMN.PR.A) ("DCL") and former Trustee of the Fund, to acquire all of the assets of the Fund, including the common shares of DCL, the Participating Notes issued by DCL and held by the Fund and the option of the Fund to acquire all the shares of Dominion Farm Produce Limited, (the "Proposed Transaction") for an aggregate purchase price of $10,805,070 (the "Purchase Price").

On December 30, 2015, prior to submitting the LOI to the Fund, Mr. Scarafile tendered his resignation as a Trustee of the Fund, which resignation took effect on such date.

The Board of Trustees of the Fund has determined that the Purchase Price is within the range of values for DCL as determined by Klein Farber Corporate Finance Inc. ("Klein Farber") and published via a Press Release of the Fund and DCL on December 10, 2015. The Board of Trustees further determined that the Purchase Price represents approximately $0.51 per unit of the Fund (a "Unit") and that, although the Purchase Price is at the low end of the Klein Farber range of values, the Proposed Transaction, which would be mostly a cash transaction, is an acceptable transaction to recommend to Unitholders at this time. Moreover, the LOI does contain provisions that allow the Fund to accept an unsolicited, superior offer.

The Proposed Transaction is subject to the parties entering into a definitive agreement (the "Agreement") over the next two weeks and to completion of satisfactory legal, financial and business due diligence by the parties. Assuming satisfactory completion of the Agreement and due diligence, the Trustees would call a Unitholder meeting for the purpose of approving the Proposed Transaction.

There is no assurance that the Agreement will be satisfactorily negotiated and entered into or that the Proposed Transaction will be completed.

About Dominion

The Fund is a publicly traded, unincorporated, open-ended limited purpose income trust. On January 1, 2006, all of the common shares of DCL were exchanged for trust units of the Fund. The trust units are listed on the TSX under the symbol DOM.UN. The Fund's website may be accessed at www.dominioncitrus.com.

DCL is a diversified food company supplying fresh produce to a wide variety of customers in retail, foodservice and food distribution businesses. DCL provides procurement, processing, repacking, sorting, grading, warehousing and distribution services to its major domestic markets being Ontario and Québec. Dominion also supplies products to customers in the United States. The Series A preference shares of DCL are listed on the TSX under the symbol DMN.PR.A.

Cautionary Statement Regarding Forward Looking Information and Statements

Certain statements contained in this press release contain "forward-looking information" pursuant to Canadian securities laws ("forward-looking statements"). Forward-looking statements relate to future events or the Fund's or DCL's future performance. All statements other than statements of historical fact are forward-looking statements. The use of any of the words "anticipate", "plan", "contemplate", "continue", "estimate", "expect", "intend", "propose", "might", "may", "will", "shall", "project", "should", "could", "would", "believe", "predict", "forecast", "pursue", "potential" and "capable" and similar expressions are intended to identify forward-looking statements. These forward-looking statements may be affected by the risks and uncertainties in the Fund's and DCL's businesses, including those described in the Fund's and DCL's most recent annual information form filed on SEDAR at www.sedar.com. The forward-looking statements in this press release include statements about the Proposed Transaction and the meeting of Unitholders. The Proposed Transaction is subject to completion of the Agreement and of satisfactory due diligence and to approval of the Unitholders. Any forward-looking statements speak only as of the date of this press release, and the Fund and DCL assume no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date of this press release except as required by applicable securities laws.

No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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