VANCOUVER - Premium Brands Holdings Corporation ('Premium Brands' or the 'Company') (TSX: PBH) and a coalition of Mi'kmaq First Nations (the 'Participating Communities') are pleased to announce that they have entered into a definitive arrangement agreement with Clearwater Seafoods Incorporated ('Clearwater'), pursuant to which Premium Brands and the Participating Communities, through a newly formed company owned equally between Premium Brands and the Participating Communities (the 'Joint Venture'), have agreed to acquire all of the issued and outstanding common shares of Clearwater and the units issued under various Clearwater equity compensation plans for $8.25 per share (subject to adjustment as described below) in a transaction valued at approximately $1 billion, including debt (the 'Transaction').
This strategic investment represents a transformational change in Canadian fisheries, that positions Clearwater to accelerate its growth both domestically and internationally.
'We are very pleased to be partnering with both the Mi'kmaq First Nations communities and Clearwater,' said George Paleologou, President and CEO of Premium Brands. 'Clearwater on its own is a world class seafood company with a great management team, best-in-class products and a globally respected brand. In partnership with us and the Mi'kmaq First Nations communities, it will become an even stronger business by leveraging the complementary strengths of our three organizations,' added Mr. Paleologou.
'We are also very pleased to be playing a role in this historic opportunity to significantly enhance First Nations' participation in Canada's east coast commercial fisheries,' stated Mr. Paleologou.
'This represents a historic opportunity for the Mi'kmaq to strengthen our role in Canada's commercial fisheries, including playing a much larger part in its unique deep-water fisheries,' said Chief Terry Paul, Membertou First Nation. 'Mi'kmaq will not only become 50% owners of Clearwater with our new partner, Premium Brands, but will proudly hold all of Clearwater's Canadian fishing licences within a fully Mi'kmaq owned entity. Each of Paqtnkek, Pictou Landing, Potlotek, Sipekne'katik and We'koqma'q have confirmed their intention to participate with Membertou and Miawpukek in this historic investment,' added Chief Terry Paul.
'We are very excited about working with Premium Brands and the Participating Communities to continue to grow and strengthen our business while preserving our culture and community presence in Atlantic Canada,' said Ian Smith, President and CEO of Clearwater. 'Furthermore, this partnership ideally positions us to continue building on the legacy created by Clearwater's founders, Colin MacDonald and John Risley' added Mr. Smith.
About Premium Brands
Premium Brands owns a broad range of leading specialty food manufacturing and differentiated food distribution businesses with operations across Canada, the United States and Italy.
About the Participating Communities
The Participating Communities will invest in Clearwater through a new legal entity formed by Membertou and Miawpukek. The collective investment of the Participating Communities in Clearwater will represent the single largest investment in the seafood industry by any Indigenous group in Canada. Given the importance of this investment opportunity to the future prosperity of Mi'kmaq communities, all First Nations in Nova Scotia along with Miawpukek from Newfoundland and Labrador were provided the opportunity to participate in the collective investment. While the Participating Communities will continue to advance implementation of Treaty Rights with the government of Canada, commercial investments in the seafood sector are a strategic investment to advance the prosperity of the Participating Communities, and position them as equal participants in the commercial economy. The impact of this transformational investment will be felt across Mi'kmaq communities in Nova Scotia and Newfoundland and Labrador for generations to come.
Forward Looking Statements
This press release contains forward looking statements with respect to Premium Brands, including, without limitation, statements regarding its business operations, strategy and financial performance and condition, proposed acquisitions and plans and objectives of or involving Premium Brands. While management believes that the expectations reflected in such forward looking statements are reasonable and represent Premium Brands' internal expectations and belief as of November 9, 2020, there can be no assurance that such expectations will prove to be correct as such forward looking statements involve unknown risks and uncertainties beyond the control of Premium Brands 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.
Forward looking statements generally can be identified by the use of the words 'may', 'could', 'should', 'would', 'will', 'expect', 'intend', 'plan', 'estimate', 'project', 'anticipate', 'believe' or 'continue', or the negative thereof or similar variations. Forward looking statements in this press release include statements with respect to Premium Brands' expectations regarding: (i) the timing of closing of the Transaction; (ii) the benefits arising from the Transaction; (iii) the timing of closing of the Offering and the Private Placement and (iv) the use of the net proceeds of the Offering and the Private Placement.
Forward looking statements are based on a number of key expectations and assumptions made by Premium Brands, including, without limitation, that: (i) Premium Brands will realize the anticipated benefits arising from the Transaction; (ii) Premium Brands will obtain all required regulatory approvals to complete the Transaction, including, without limitation, the approval of the Canadian Competition Bureau; (iii) the conditions to closing the Transaction, including court and Clearwater shareholder approval, will be satisfied; (iv) Premium Brands will obtain all required regulatory approvals to complete the Offering and the Private Placement, including, without limitation, the approval of the Toronto Stock Exchange and (v) the expectations and assumptions outlined in Premium Brands' MD&A for the 13 and 39 weeks ended September 26, 2020 and for the 13 and 52 weeks ended December 28, 2019. Although the forward looking statements contained in this press release are based on what Premium Brands' management believes to be reasonable assumptions, Premium Brands cannot assure investors that actual results will be consistent with such forward looking statements.
Forward looking statements involve significant risks and uncertainties and should not be read as guarantees of future performance or results. Those risks and uncertainties include, among other things, risks related to: (i) the inability to satisfy the closing conditions of the Transaction; (ii) the inability to obtain approval from the Canadian Competition Bureau in respect of the Transaction and (iii) the inability to obtain all required regulatory approvals to complete the Offering and the Private Placement. Readers are cautioned that the foregoing list of risks and uncertainties are not exhaustive. Additional factors that could cause actual results to differ materially from Premium Brands' expectations are outlined in Premium Brands' MD&A for the 13 and 39 weeks ended September 26, 2020 and for the 13 and 52 weeks ended December 28, 2019.
Forward looking statements reflect management's current beliefs and are based on information currently available to Premium Brands. Unless otherwise indicated, the forward looking statements in this press release are made as of November 9, 2020 and, except as required by applicable law, will not be publicly updated or revised. This cautionary statement expressly qualifies the forward looking statements in this press release.
Contact:
George Paleologou
Tel: (604) 656-3100
PREMIUM BRANDS HOLDINGS CORPORATION 
