TORONTO, ONTARIO–(Marketwired – May 16, 2016) – Dominion Citrus Income Fund (TSX:DOM.UN) (the “Fund”) reports that it has received a valuation report of certain assets of the Fund as at March 31, 2016 prepared by Klein Farber Corporate Finance Inc. (“Klein Farber”). On May 12, 2016, the Fund announced that its Board of Trustees had unanimously approved the proposal (the “Scarafile Proposal”) by Paul Scarafile, President and CEO of Dominion Citrus Limited (“DCL”), or his nominee, to acquire certain assets of the Fund for an aggregate purchase price of $10,805,070. The Scarafile Proposal is still subject to execution and delivery of a definitive agreement and of satisfactory due diligence and to approval of the unitholders of the Fund.
If completed, the Scarafile Proposal would constitute a related party transaction as that term is defined in Multilateral Instrument 61-101 entitled “Protection of Minority Security Holders in Special Transactions” adopted by the Ontario and Quebec securities commissions (“MI 61-101”). Accordingly, a formal valuation was required and has been obtained for the Fund’s assets subject to the offer by Paul Scarafile, namely, the common shares of DCL, the participating notes issued by DCL and held by the Fund and the option in favour of the Fund to acquire all the shares of DCL’s most important subsidiary, Dominion Farm Produce Limited, (collectively, the “Offeree Securities”). The Board of Trustees of the Fund believes the Klein Farber report provides insight into the business of DCL’s divisions and subsidiaries and will be valuable in assisting the Trustees of the Fund in meeting their fiduciary duties and obligations under applicable laws and securities regulations, including the provisions pertaining to MI 61-101.
Subject to the assumptions, restrictions and scope of their work as set out in their report, Klein Farber is of the opinion that the fair market value of the Offeree Securities as at March 31, 2016 was in the range of $7.10 million to $15.06 million with a midpoint of $11.08 million.
The Fund and DCL have posted the Klein Farber report on SEDAR under the issuer profiles for the Fund and for DCL to provide all investors with the information contained in the report.
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.
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. DCL 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 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 completion of the definitive agreement for the Scarafile Proposal, the approval by the unitholders of the Fund of the Scarafile Proposal and the usefulness of the Klein Farber valuation report. 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.
To view the documents associated with this press release, please visit the following links:
President & CEO
Dominion Citrus Ltd.
416-242-8341 x 250
Peter McLaughlin, Chairman
Board of Trustees
Dominion Citrus Income Fund
416-802-2367
