Sources Media Release
 
   
 

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
o Combining operations expected to create efficiencies and growth opportunities
o Compelling mutually beneficial strategic fit

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:

  • PBB unitholders will receive a substantial premium to recent prices, as well as the opportunity to participate in the stronger and larger combined fund;
  • the two underlying businesses are an excellent strategic fit and together form a stronger organization that should serve as an enhanced platform for future growth;
  • the transaction positions the combined enterprise to realize meaningful operational synergies;
  • the combined fund will have a lower level of leverage and a more prudent payout ratio than PBB has today;
  • the market capitalization of the combined fund following the combination would be approximately $479 million, which should improve liquidity for all unitholders;
  • Livingston has a proven track record of integrating acquired businesses and managing growth for both the short and longer-term benefit of unitholders; and
  • the combined fund will be well positioned to support future increases in distributions as a result of the realization of synergies from the combination while providing flexibility to pursue any future acquisition opportunities.

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.

About Livingston
Livingston International Income Fund owns Livingston International Inc., which is Canada's leading customs broker and trade-services company facilitating two-way trade between the United States and Canada. Based in Toronto, Ontario, Livingston and its subsidiaries have more than 70 offices and over 1,700 employees located at key border points and other strategic locations across Canada and the United States. Livingston is listed on the TSX under the symbol "LIV.UN".

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Forward-looking statements
Certain statements in this news release are forward-looking statements, which reflect management's current beliefs and expectations. Many factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including risks related to dependence on cross-border trade, economic conditions, tax matters, disruptions in border crossings and regulatory change, and integration of acquisitions, among others. Undue reliance should not be placed on forward-looking statements.

*Non-GAAP measures
Livingston uses measures, notably cash available for distribution, as supplementary information it believes would be useful to investors, that are not recognized by Canadian generally accepted accounting principles (GAAP). Cash available for distribution is not intended to be representative of cash flow or results of operations determined in accordance with Canadian GAAP and does not have a standardized meaning prescribed by GAAP. Cash available for distribution is unlikely to be comparable to similar measures used by other companies or income trusts. For a reconciliation of cash flow from operations to cash available for distribution, see table 3 on page 12 of Livingston's management's discussion and analysis of financial results for the period ended June 30, 2005, which may be obtained at www.sedar.com or from the Investor Relations page of Livingston's web site at www.livingstonintl.com.

For more information

Corporate contact: Media contact:
Dawneen MacKenzie John Lute
Vice President, Public Affairs Lute & Company
Livingston International Income Fund (416) 929-5883 ext. 222
(416) 626 2800 ext. 3109

Unitholder information
Georgeson Shareholder Communications Canada Inc.
North American toll free: 1-866-519-9056

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