Dominion Citrus Income Fund
TSX : DOM.UN

Dominion Citrus Income Fund
Dominion Citrus Limited
TSX : DMN.PR.A

Dominion Citrus Limited

September 10, 2014 10:03 ET

Dominion Citrus Income Fund and Dominion Citrus Limited Announce a Proposed Bid for Dominion Citrus Limited and Resignation of Trustee

TORONTO, ONTARIO--(Marketwired - Sept. 10, 2014) - On September 3, 2014, Dominion Citrus Income Fund ("The Fund") (TSX:DOM.UN) received an unsolicited bid (the "Proposed Transaction") from Michael Blair, a Fund trustee, to purchase all of the common shares of Dominion Citrus Limited (TSX:DMN.PR.A) for $500,000 cash. The Trustees of the Fund have today negotiated basic format of the Proposed Transaction which is now scheduled to close on November 28, 2014, subject to regulatory and other approvals, if necessary, as well as certain other conditions for the benefit of the parties, including a restructuring of the Participating Note presently existing between Dominion Citrus Limited and the Fund. The Fund will have until closing to accept a superior bid which Mr. Blair would have the right, but not the obligation, to match and Mr. Blair would be then entitled to a break fee of $25,000 if his bid was rejected in favour of a superior bid.

The Trustees have determined that it is in the best interests of the Fund to accept Mr. Blair's Proposed Transaction and will commence the process of negotiating more definitive documents. In its decision to accept Mr. Blair's Proposed Transaction, the Fund was guided by, among other factors, the Klein Farber valuation of Dominion Citrus Limited which was filed on SEDAR on August 27, 2014. A copy of the negotiated letter agreement between the parties dated September 8, 2014 will be posted on SEDAR.

Upon closing of the Proposed Transaction, the Fund would cease to have any active business operations and substantially all of its assets would consist of the Participating Note, in the amount of approximately $19,258,000 and an option to acquire Dominion Farm Limited after December 31, 2015 at fair market value. The Fund at that time would have no net liabilities. The Proposed Transaction also contemplates that the current interest holiday for the Participating Note would cease on December 31, 2014 instead of July 1, 2015. From and after January 1, 2015 the Participating Note shall be entitled to earn interest from DCL at the rate of 5% per annum. Further information regarding the Participating Note can be found in the Fund's MD&A, also filed on SEDAR.

While the Trustees believe it is in the best interests of the Fund to enter into the Proposed Transaction, there can be no assurance the Proposed Transaction will close in the manner specified herein or at all.

Mr. Blair tendered his resignation as a Trustee upon issuing his September 3, 2014 letter concerning the Proposed Transaction, to avoid any perception of conflict of interest. The Fund again wishes to again thank Mr. Blair for his valuable contributions as a Trustee.

To view proposal letter please click on the following link: http://media3.marketwire.com/docs/DOM0910.pdf

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 Series A preference shares of DCL are listed on the TSX under the symbol DMN.PR.A.

Dominion is a diversified food company supplying fresh produce to a wide variety of customers in retail, foodservice and food distribution businesses. Dominion 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 Fund's website may be accessed at www.dominioncitrus.com.

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 DCIF's or DCL's future performance, including the exercise of the Option, redemption of Notes and the ability of DCL to make interest payments. 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 DCIF's and DCL's business, including those described in DCIF's most recent annual information form filed on SEDAR at www.sedar.com. Any forward-looking statements speak only as of the date of this press release, and DCIF assumes 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.

Contact Information

  • Dominion Citrus Income Fund
    Peter McLaughlin
    Chairman of the Board of Trustees
    (416) 802-2367

    Dominion Citrus Limited
    Winston Ash
    President & CEO
    (416) 242-8341 x 250