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Avion Group HF (ICEX: AVION) (“Avion Group”), an Iceland-based investment company specializing in air, land and sea transportation solutions worldwide, today announced it has mailed the formal documents for its offer to acquire all of the outstanding trust units (the “Units”) of Atlas Cold Storage Income Trust (TSX: FZR.UN) (the “Trust”) on the terms set out in its August 3, 2006 announcement.
The Offer to Purchase, Take-Over Bid Circular and related documents will be available at www.sedar.com. Highlights of the offer include:
• Atlas unitholders to receive CDN$7.00 cash per Unit.
• Offer is being made through Eimskip Atlas Canada, Inc., a wholly-owned subsidiary of Avion Group’s logistics subsidiary, Eimskipafelag Islands EHF, a leading provider of temperature controlled transportation and logistics services.
• Offer represents a multiple of 11.1 times Atlas’ trailing twelve month (ended June 30, 2006) EBITDA. This is higher than the 10.6 times EBITDA quoted in Avion’s August 3, 2006 announcement, due to the decline in Atlas’ EBITDA for the three months ended June 30, 2006 compared to the same period last year, which was announced subsequent to Avion’s previous press release.
• Offer price represents a multiple of 11.0 times the estimated 2006 EBITDA for Atlas
• Offer provides Atlas unitholders with an opportunity to sell their Units at an attractive premium to the average trading price of the Units over the last two years.
• Offer is in excess of analyst target prices for Atlas prevailing at the time the offer was announced on August 3, 2006
• Offer is fully financed with senior secured credit facilities provided by a syndicate of Canadian banks and real estate secured financing provided by KingStreet Real Estate Growth LP No.2 and SITQ (a subsidiary of Caisse de dépôt et placement du Québec).
• Offer will only be subject to customary conditions, including: there having been deposited under the offer and not withdrawn, a number of Units which constitute not less than 66 2/3 % of the outstanding Units (on a fully diluted basis), and there having been obtained all government and regulatory approvals which Avion Group considers necessary or desirable in connection with the offer.
• Atlas unitholders will be entitled to receive all ordinary course distributions declared and paid by the Trust (in an amount per unit per month not to exceed $0.03 per unit per month) with a record date prior to the expiry of the offer.
• The results of the putative class action proceeding, in which the claimants are seeking damages of approximately $350 million, remain with Atlas.
• Offer will be open for acceptance until 8:00 PM Toronto time, Friday, September 22, 2006. “Our offer is fair and we believe represents full value to Atlas Cold Storage unitholders,” said Magnus Thorsteinsson, Executive Chairman of Avion Group. “Together Atlas and Eimskip, our temperature controlled transportation and logistics subsidiary, will create a network of more than 90 temperature controlled facilities around the world. This transaction will provide broader customer reach for both companies and greater diversification of product offering. Source: Press Release
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