High Liner Foods announces waiver under rights plan

LUNENBURG, NS, July 26 /CNW/ - High Liner Foods Incorporated (TSX: HLF; HLF.A), today announced that it has granted a waiver under its shareholder rights plan in respect of a reorganization of its largest shareholder, Scotia Investments Limited, which will involve the transfer of approximately 37% of the outstanding common shares and 7% of the outstanding non-voting shares of High Liner currently held by Scotia Investments Limited and its subsidiaries to Thornridge Holdings Limited, a company owned by Mrs. Jean Hennigar, a daughter of the late R.A. Jodrey and her extended family.

To facilitate the waiver, the Company has redeemed its shareholder rights under the plan adopted in December 2007 and has adopted a new shareholder rights plan on substantially the same terms as the 2007 shareholder rights plan. Under the new shareholder rights plan, one right has been issued in respect of each common share and non-voting share of High Liner outstanding to holders of record on July 23, 2010.

The rights that were issued under the 2007 shareholder rights plan are being redeemed at a price of $0.00001 per right and the redemption price payable to any holder of rights will be rounded up or down, as applicable, to the nearest cent. One right issued under the 2007 shareholder rights plan was attached to each outstanding common share and non-voting share. Shareholders do not have to take any action to receive the redemption payment and do not have to surrender stock certificates. The redemption payment will be provided to shareholders of record on July 23, 2010 at the same time as the payment of High Liner's next dividend. As a result of the redemption, the 2007 shareholder rights plan will terminate.

Although the new shareholder rights plan is effective immediately, its adoption is subject to acceptance by the Toronto Stock Exchange and to ratification by the shareholders within six months in accordance with the requirements of the Toronto Stock Exchange. The complete text of the new shareholder rights plan will be filed and available on SEDAR at www.sedar.com.

About High Liner's Shareholder Rights Plan

As was the case with the 2007 shareholder rights plan, the new shareholder rights plan is intended to provide High Liner's Board of Directors and the Company's shareholders with more time to fully consider any unsolicited take-over bid for High Liner without undue pressure. Furthermore, the new shareholder rights plan will allow the Board to pursue, if appropriate, other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge. The new shareholder rights plan is not being proposed in response to, or in anticipation of, any acquisition or takeover offer.

About High Liner Foods Incorporated

High Liner Foods Incorporated is a leading North American processor and marketer of prepared, value-added frozen seafood. High Liner's branded products are sold throughout the United States, Canada and Mexico under the High Liner(R), Fisher Boy(R), Mirabel(R) and Sea Cuisine(TM) labels, and are available in most grocery and club stores. The Company also sells its High Liner(R), FPI(R) and Mirabel(R) food service products to restaurants and institutions, and is a major supplier of private label seafood products to North American food retailers and food service distributors. High Liner Foods is a publicly traded Canadian company, trading under the symbols HLF and HLF.A on the Toronto Stock Exchange.

This news release contains forward-looking statements, including among others, statements regarding proposed amendments to the terms and conditions of High Liner's non-voting equity shares and its common shares. These statements contain words such as "proposed", "consider", "anticipate", "expect", "would", "should", "may", "plans", "will", or similar expressions that are based on and arise out of our experience, our perception of trends, current conditions and expected future developments as well as other factors. There is no guarantee that the proposed amendments will be approved by the shareholders of the Company, nor is there any guarantee associated with future stock performance if the proposed amendments are approved. By their nature, forward-looking statements involve uncertainties and risks that proposals will not be approved and that forecasts and targets will not be achieved.

Readers are cautioned not to place undue reliance on forward-looking statements, as a number of important factors, as discussed herein and in our other continuous disclosure documents, could cause actual results to differ materially from those expressed in such forward-looking statements. We include in publicly available documents filed from time to time with securities commissions and The Toronto Stock Exchange, a thorough discussion of the risk factors that can cause anticipated outcomes to differ from actual outcomes. We disclaim any intention or obligation to update or revise forward-looking statements.

For further information about the Company, please visit our Internet site at www.highlinerfoods.com or send an e-mail to [email protected].

%SEDAR: 00001789E

For further information: Kelly Nelson, Vice President Corporate Services & Chief Financial Officer, High Liner Foods Incorporated, Tel: [phone], [email protected]; Lawrence Chamberlain, Investor Relations, The Equicom Group Inc., Tel: [phone] ext.257, [email protected]