Gienow Windows & Doors Income Fund
TSX : GIF.UN

Gienow Windows & Doors Income Fund

September 18, 2007 07:30 ET

Gienow Windows & Doors Income Fund Announces Privatization Transaction With Affiliates of HIG Capital at $4.20 Per Unit

CALGARY, ALBERTA--(Marketwire - Sept. 18, 2007) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. CITIZENS

Gienow Windows & Doors Income Fund (the "Fund") (TSX:GIF.UN) today announced that, as a result of its previously announced strategic review, it has entered into a definitive agreement (the "Agreement") with affiliates of H.I.G. Capital, LLC ("H.I.G.") for the acquisition of the business of the Fund and the redemption of all current outstanding trust units for approximately $105.6 million, or $4.20 per unit.

Including the assumption or retirement of the Fund's third party debt, the enterprise value of the transaction is approximately $183 million. The redemption price of $4.20 per unit represents a 5.8% premium over the volume weighted average trading price on the TSX over the 20 trading days prior to today's announcement and a 22% premium to the closing price of the trust units on November 8th, 2006, the last trading day before the announcement by the Fund of its review of strategic alternatives.

The transaction has been approved by the board of trustees of the Fund (the "Board") following the report and favourable recommendation of a special committee of its independent members. The Board has determined that the proposed transaction is fair to and in the best interests of the Fund's unitholders and will recommend that unitholders vote in favour of the transaction at a special meeting of unitholders to be held in late October, 2007 (the "Meeting"). The transaction will be subject to approval by 66 2/3% of the votes cast at the special meeting, as well as a simple majority of the votes cast by holders of trust units other than GBP Holdings Inc., regulatory approvals and other customary closing conditions, and is expected to close by mid-November, 2007.

Fund unitholders will continue to receive regular monthly distributions until closing. If closing occurs other than on a month end, unitholders will also receive a pro rata distribution for that month.

The recommendation to unitholders of the transaction is the outcome of a previously announced strategic review of alternatives by the Board for maximizing unitholder value and an extensive market process. The Fund's independent financial advisor, RBC Capital Markets, has provided an opinion that the consideration to be received by unitholders under the Agreement is fair, from a financial point of view, to the unitholders (other than GBP Holdings Inc). A copy of the RBC fairness opinion, factors considered by the special committee and the Board and other relevant background information will be included in the information circular to be mailed within the coming weeks to the Fund's unitholders in advance of the Meeting to consider the proposed transaction. Copies of the information circular, the Agreement and certain related documents will be filed with Canadian securities regulators and will be available at the Canadian SEDAR website at www.sedar.com.

Dave Gregory, Chairman of the special committee, stated that "This transaction is the result of a thorough and broad market process which started last November. Many options were considered, and we believe this transaction best serves the interests of our unitholders at this time, and provides the best opportunity for our unitholders to realize liquidity for their Fund units at premium to our historical trading prices."

The Agreement provides for, among other things, a non-solicitation covenant on the part of the Fund, a right in favour of the purchasers to match any superior proposal and the payment of a termination fee to the purchasers in the amount of approximately $4.2 million under certain circumstances.

GBP Holdings, which owns approximately 30.8% of the units, has entered into a voting and support agreement with the purchasers pursuant to which it has agreed to vote its units in favour of the transaction at the Meeting. The voting and support agreement also provides for a non-solicitation covenant on the part of GBP Holdings. GBP Holdings was also required by the purchasers to purchase a $5 million six year 7% junior subordinated unsecured promissory note of the purchasers.

After closing of the transaction and the redemption of trust units, the Fund will have no public unitholders, its trust units will be de-listed from the Toronto Stock Exchange and it will cease to be a reporting issuer.

About Gienow Windows & Doors Income Fund

Gienow Windows & Doors Income Fund is an unincorporated, open-ended, limited-purpose trust established under, and governed by the laws of the Province of Alberta. The Fund holds a 98% limited partnership interest in the Gienow Windows & Doors Limited Partnership, owns all of the outstanding shares of Farley Windows Inc. and holds a 99.4995% limited partnership interest in the CWD Limited Partnership. To find out more about the Fund, visit our website at www.gienowincomefund.ca. Further information on the Fund can be found in its disclosure documents filed with the securities regulatory authorities, available at www.sedar.com.

About H.I.G. Capital

H.I.G. Capital, L.L.C. is a leading global private equity investment firm with more than $4 billion of equity capital under management. Based in Miami, and with offices in Atlanta, Boston, and San Francisco in the U.S., as well as affiliate offices in London, Hamburg and Paris in Europe, H.I.G. specializes in providing capital to small and medium-sized companies with attractive growth potential. H.I.G. invests in management-led buyouts and recapitalizations of profitable and well managed manufacturing or service businesses. H.I.G. also has extensive experience with financial restructurings and operational turnarounds. Since its founding, H.I.G. has completed more than 75 transactions. The firm currently manages a portfolio of more than 50 companies with combined revenues in excess of $7 billion. For more information, please refer to the H.I.G. website at www.higcapital.com.

Forward-looking statements

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to take the Fund private, including statements regarding the terms and conditions of the proposed transaction, and receipt of distributions of the Fund. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with a transaction, that the ultimate terms of the transaction will differ from those that currently are contemplated, and that the transaction will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. We undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of the Fund, its financial or operating results or its securities.

Contact Information

  • Gienow Windows & Doors Income Fund
    Mike Lefroy
    President
    (403) 203-8200 or Toll Free at (800) 297-6102
    or
    Gienow Windows & Doors Income Fund
    Mark Weder
    VP Finance and Chief Financial Officer
    (403) 203-8200 or Toll Free at (800) 297-6102
    Email: invest@gienowincomefund.ca