Media ResourcesInclude yourself in SOURCES
Membership Form Be an Affiliate Sources Shop Powerful Tools Tell your story Internet Power Media Directory
Subscriptions Services Overview
FOR IMMEDIATE RELEASE
Attention Business Editors
Livingston International announces offer to acquire all outstanding trust units of PBB Global Logistics
October 19, a2005
o Unit exchange offer provides PBB unitholders with a substantial
premium to recent prices
TORONTO, Canada - Livingston International Income Fund (TSX: LIV.UN), Canada's leading provider of customs brokerage and trade-related services, announced today that it intends to make an offer to acquire all of the outstanding trust units of PBB Global Logistics Income Fund (TSX: PBB.UN).
Livingston intends to offer PBB unitholders 0.92 of a unit of Livingston in exchange for each PBB unit (subject to adjustment as will be provided under the offer), which represents a premium of approximately 30% based on the volume weighted average trading prices of the Livingston units and the PBB units on the Toronto Stock Exchange (the "TSX") for the 20 trading days ended October 18, 2005, the last trading day prior to the date of this announcement. This also represents a premium of approximately 17%, based on the closing prices of the Livingston units and the PBB units on the TSX on October 18, 2005. PBB has approximately 10.8 million units outstanding. This transaction values the outstanding PBB units at approximately $180 million.
"We believe that the combination of Livingston and PBB is clearly in the best interests of the unitholders of both funds," said Peter Luit, chief executive officer of Livingston. "The operations underlying both trusts are complementary, providing opportunities for enhanced growth and greater cost-effectiveness. For PBB unitholders, the combination would mean not only a substantial premium at the time of the offer but the ability to continue to participate in the future performance of a larger and stronger enterprise."
Mr. Luit added: "We would have preferred to have received the support of the board of trustees of PBB for the combination prior to making this announcement, but PBB decided against having a constructive dialogue on this initiative in a timely manner. In contrast, we felt that the strategic rationale for the combination was simply too compelling to ignore and, therefore, we have chosen to present it directly to the unitholders of PBB for their consideration."
Among the many benefits the combination of Livingston and PBB offers unitholders are:
Livingston expects the combination to be immediately accretive to cash available for distribution* from the perspective of Livingston unitholders.
PBB unitholders will be entitled to receive all regular ordinary course distributions declared and paid by PBB (in amounts not to exceed current monthly distributions) with a record date prior to the expiry of the offer. Full details of the offer are to be included in a takeover bid circular that is anticipated to be sent to PBB unitholders shortly. The offer is expected to be open for acceptance until midnight (Vancouver time) on November 25, 2005. Completion of the offer will be subject to, among other things, the valid deposit under the offer, and non-withdrawal, of at least 66 2/3% of the PBB units (including any PBB units owned by Livingston or its subsidiaries), on a fully diluted basis. Among other conditions are the receipt of regulatory, stock exchange and third-party approvals, on terms satisfactory to Livingston.
Livingston has engaged Scotia Capital Inc. as its financial advisor, and Stikeman Elliott LLP are the legal advisors to Livingston. In addition, Georgeson Shareholder Communications Canada Inc. has been engaged as the information agent for the offer and Computershare Investor Services Inc. has been retained as the depositary for the offer.
For more information
Corporate contact: Media contact: