SOURCE: Premium Brands Holdings Corporation

Premium Brands Holdings Corporation

December 18, 2015 07:00 ET

Premium Brands Holdings Corporation Re-Announces Redemption of 5.70% Convertible Unsecured Subordinated Debentures

VANCOUVER, BC--(Marketwired - December 18, 2015) - As previously announced on November 23, 2015, Premium Brands Holdings Corporation ("Premium Brands" or the "Corporation") (TSX: PBH), a leading producer, marketer and distributor of branded specialty food products, is pleased to re-announce that it has issued a notice of redemption to holders of its currently outstanding 5.70% convertible unsecured subordinated debentures due June 30, 2017 (the "Debentures"). As set out in the notice of redemption, the redemption date of the Debentures will be December 23, 2015 (the "Redemption Date"). The Debentures are redeemable for an amount (the "Redemption Price") equal to the principal amount of the Debentures plus accrued unpaid interest up to, but excluding, the Redemption Date. There are approximately $28.5 million aggregate principal amount of the Debentures outstanding.

Prior to the redemption of the Debentures, each holder will have the right to convert their Debentures into common shares of the Corporation (each being a "Common Share") at a conversion price of $28.30 per Common Share (the "Conversion Price") at any time on or prior to December 22, 2015. A holder electing to convert the principal amount of their Debentures will receive 35.3357 Common Shares for each $1,000 principal amount of Debentures converted. No fractional shares will be issued on conversion but, in lieu thereof, the Corporation shall pay the cash equivalent thereof determined on the basis of the current market price of the Common Shares on the conversion date, as applicable (less any tax required to be deducted, if any), if the fractional share equivalent is greater than or equal to $10.

All holders of Debentures who fail to deliver a notice of conversion on or prior to December 22, 2015 shall have their Debentures redeemed for cash on the Redemption Date. 

Beneficial holders of Debentures who wish to convert their Debentures into Common Shares should consult with their financial institutions as soon as possible and allow for sufficient time to complete the conversion process.

About Premium Brands

Premium Brands owns a broad range of leading specialty food manufacturing and differentiated food distribution businesses with operations in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nevada, Ohio and Washington State. The Corporation services a diverse base of customers located across North America and its family of brands and businesses include Grimm's, Harvest, McSweeney's, Bread Garden Go, Hygaard, Hempler's, Isernio's, Quality Fast Foods, Direct Plus, Harlan Fairbanks, Creekside Bakehouse, Stuyver's Bakestudio, Centennial Foodservice, B&C Food Distributors, SJ Fine Foods, Shahir, Wescadia, Duso's, Maximum Seafood, Ocean Miracle, SK Food Group, OvenPride, Hub City Fisheries, Audrey's, Deli Chef, Piller's, Freybe and Expresco.

Forward-Looking Statements

This press release contains forward looking statements with respect to the Corporation, including its business operations, strategy and financial performance and condition. These statements generally can be identified by the use of forward looking words such as "may", "could", "should", "would", "will", "expect", "intend", "plan", "estimate", "project", "anticipate", "believe" or "continue", or the negative thereof or similar variations.

Although management believes that the expectations reflected in such forward looking statements are reasonable and represent the Corporation's internal expectations and belief as of December 18, 2015, such statements involve unknown risks and uncertainties beyond the Corporation's control which may cause its actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward looking statements.

Some of the factors that could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include: (i) changes in the cost of raw materials used in the production of Premium Brands' products; (ii) seasonal and/or weather related fluctuations in Premium Brands' sales; (iii) reductions in consumer discretionary spending resulting from changes in economic conditions and/or general consumer confidence levels; (iv) changes in the cost of products sourced from third party manufacturers and sold through Premium Brands' proprietary distribution network; (v) risks associated with the Corporation's conversion from a publicly traded income trust to a publicly traded corporation, including related changes in Canadian income tax laws; (vi) changes in Premium Brands' relationship with its larger customers; (vii) potential liabilities and expenses resulting from defects in Premium Brands' products; (viii) changes in consumer food product preferences; (ix) competition from other food manufacturers and distributors; (x) execution risk associated with the Corporation's growth initiatives; (xi) execution risk associated with the Corporation's business restructuring initiatives; (xii) risks associated with the Corporation's business acquisition strategies; (xiii) changes in the value of the Canadian dollar relative to the U.S. dollar; (xiv) new government regulations affecting the Corporation's business and operations; (xv) the Corporation's ability to raise the capital needed to fund its various growth initiatives; (xvi) labour related issues including potential labour disputes with employees represented by labour unions and labour shortages; (xvii) the loss of and/or the inability to attract key personnel; (xviii) fluctuations in interest rates charged on the Corporation's variable rate debt obligations which have not been hedged with interest rate swaps; (xix) a major disruption, failure, or breach of the Corporation's information technology systems; (xx) credit risk associated with the Corporation's major customers; (xxi) plant shutdowns, periods of reduced production, or unexpected interruptions in production capabilities as a result of equipment failures; (xxii) risks related to the health status of livestock which impact both the supply of raw materials to the Corporation's production facilities as well as consumer confidence in the Corporation's products; (xxiii) risks associated with international events that affect the price of food commodities or the free flow of food products between countries; (xxiv) changes in environmental, health and safety regulations under which the Corporation operates; and (xxv) risks associated with potential contamination during food processing. Details on these risk factors as well as other factors can be found in the Corporation's 2014 MD&A, which is filed electronically through SEDAR and is available online at www.sedar.com.

Unless otherwise indicated, the forward looking information in this document is made as of December 18, 2015 and, except as required by applicable law, will not be publicly updated or revised. This cautionary statement expressly qualifies the forward looking information in this press release.

Contact Information

  • For further information, please contact:

    George Paleologou
    President and CEO
    (604) 656-3100

    Will Kalutycz
    CFO
    (604) 656-3100

    www.premiumbrandsholdings.com