Premium Brands Income Fund
TSX : PBI.UN

Premium Brands Income Fund

July 10, 2009 16:53 ET

Premium Brands Income Fund Announces Unitholder Approval for Plan of Arrangement and Date and Time for the Motion for Final Order

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 10, 2009) - Premium Brands Income Fund (TSX:PBI.UN) ("Premium Brands" or the "Fund") is pleased to announce that at the special meeting ("Meeting") of the holders ("Fund Unitholders") of trust units and special voting units of the Fund held today, the Fund Unitholders approved the previously announced plan of arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act (the "CBCA"), involving 4504003 Canada Inc., 4504011 Canada Inc., Thallion Pharmaceuticals Inc. ("Thallion"), Premium Brands Operating GP Inc. and the Fund pursuant to which the Fund will convert into a corporation to be named Premium Brands Holdings Corporation.

Thallion and the Fund have applied to the Superior Court of Quebec (the "Court") for a final order (the "Final Order") approving the Arrangement pursuant to the provisions of the CBCA (the "Motion for Final Order") and declaring the Arrangement to be fair and reasonable, which Motion for Final Order shall be made before the presiding Judge at the Laval Courthouse, room 3.14, at 2800 Saint-Martin Boulevard West, Laval, Quebec H7T 2S9, on July 22, 2009 at 8:30 a.m. (Montreal time) or so soon thereafter as counsel may be heard.

Subject to approval of the Arrangement by the Court and the satisfaction of certain other closing conditions, it is expected that the Arrangement will close as soon as practicable following the grant of the Final Order.

Any interested person wishing to appear at the hearing of the Motion for Final Order shall file an Appearance with the Clerk of the Superior Court of Quebec, at 1 Notre-Dame Street East, Montreal, Quebec, Canada H2Y 1B6, Commercial Division, Judicial District of Montreal, and serve same on Thallion's counsel, McCarthy Tetrault LLP (c/o Mr. Mason Poplaw), at 1000 De La Gauchetiere Street West, Suite 2500, Montreal, Quebec, Canada H3B 0A2, and on the Fund's counsel, Bryan & Company LLP (c/o Mr. Douglas O. Goss, Q.C.), at 2600 Manulife Place, 10180-101 Street, Edmonton, Alberta, Canada T5J 3Y2, with a copy to the agent for the Fund's counsel, Lavery, de Billy LLP (c/o Mr. Eugene Czolij), at 600 De La Gauchetiere Street West, Suite 2400, Montreal, Quebec, Canada H3B 4L8, along with notice of this person's address for service, at least five (5) Business Days prior to the hearing date of the Motion for Final Order, failing which such person shall not be entitled to appear.

If such appearance is with the view to contest the Motion for Final Order or to make representations in relation thereto, the interested person shall also file a written contestation or written representations, as the case may be, supported as to the facts, by affidavit(s) and exhibit(s), if any, with the Clerk of the Superior Court of Quebec, at 1 Notre-Dame Street East, Montreal, Quebec, Canada H2Y 1B6, Commercial Division, Judicial District of Montreal, and serve same on Thallion's counsel, McCarthy Tetrault LLP (c/o Mr. Mason Poplaw) at 1000 De La Gauchetiere Street West, Suite 2500, Montreal, Quebec, Canada H3B 0A2, and on the Fund's counsel, Bryan & Company LLP (c/o Mr. Douglas O. Goss, Q.C.), at 2600 Manulife Place, 10180-101 Street, Edmonton, Alberta, Canada T5J 3Y2, with a copy to the agent for the Fund's counsel, Lavery, de Billy LLP (c/o Mr. Eugene Czolij), at 600 De La Gauchetiere Street West, Suite 2400, Montreal, Quebec, Canada H3B 4L8, along with notice of this person's address for service, at least five (5) Business Days prior to the hearing date of the Motion for Final Order, failing which no contestation of the Motion for Final Order shall be permitted.

The shareholders of Thallion, the Fund Unitholders and the holders of Premium Brands Holdings Limited Partnership exchangeable units, and all other persons notified in accordance with the Interim Order granted by the Court on June 11, 2009 will be duly called parties to the Motion for Final Order hearing and will be bound by the orders and findings of the Court in connection with the Final Order.

At the hearing of the Motion for Final Order the Court will be requested to consider the fairness and reasonableness of the Arrangement. If you do not attend, either in person or by counsel, at that time, the Court may approve or refuse to approve the Arrangement as presented, or may approve it subject to such terms and conditions as the Court may deem fit, without any further notice.

A copy of the Motion for Final Order and the other documents filed on behalf of the parties thereto can be obtained on written request to the solicitors for Premium Brands (attention of Mr. Douglas O. Goss, Q.C.) at:



Bryan & Company LLP
2600 Manulife Place, 10180-101 Street
Edmonton, Alberta
T5J 3Y2


Pending the final approval of the Toronto Stock Exchange (the "TSX"), the common shares of Premium Brands Holdings Corporation will begin trading on the TSX two to three business days following the completion of the Arrangement under the symbol "PBH". Until such time, the trust units of the Fund will continue trading on the TSX under the symbol "PBI.UN".

About Premium Brands

Premium Brands owns a broad range of leading branded specialty food businesses with manufacturing and distribution facilities located in British Columbia, Alberta, Saskatchewan, Manitoba and Washington State. In addition, the Fund owns proprietary food distribution and wholesale networks through which it sells both its own products and those of third parties to approximately 25,000 customers. The Fund's family of brands includes Grimm's, Harvest, McSweeney's, Bread Garden, Hygaard, Hempler's, Quality Fast Foods, Gloria's Best of Fresh, Harlan's, Centennial Foodservice and B&C Foods.

FORWARD LOOKING STATEMENTS

This press release includes forward looking statements with respect to Premium Brands, 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 Premium Brands' internal expectations and belief as of July 10, 2009, such statements involve unknown risks and uncertainties beyond Premium Brands 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.

Important factors that could cause actual results to differ materially from Premium Brands' expectations include, among other things: (i) seasonal and/or weather related fluctuations in its sales; (ii) changes in consumer discretionary spending resulting from changes in economic conditions and/or general consumer confidence levels; (iii) changes in the cost of raw materials used for its products; (iv) changes in the cost of products sourced from third party manufacturers and sold through its proprietary distribution networks; (v) changes in Canadian income tax laws; (vi) changes in consumer preferences for food products; (vii) competition from other food manufacturers and distributors; (viii) new government regulations affecting its business and operations; and (ix) other factors as discussed in Premium Brands' Annual Information Form, which is filed electronically through SEDAR and is available online at www.sedar.com. It should be noted that this list of important factors affecting forward looking information may not be exhaustive.

Unless otherwise indicated, the forward looking information in this document is made as of July 10, 2009 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 document.

Contact Information

  • Premium Brands Income Fund
    Mr. George Paleologou
    President and CEO
    (604) 656-3100
    or
    Premium Brands Income Fund
    Mr. Will Kalutycz
    CFO
    (604) 656-3100
    www.premiumbrandsincomefund.com