Sofina Foods to acquire Lilydale in a transaction valued at over $130 million

EDMONTON, Feb. 18 /CNW/ - Sofina Foods Inc. and Lilydale Inc. are pleased to announce that the companies have signed a definitive agreement under which Lilydale will become a wholly owned subsidiary of Sofina Foods. The proposed transaction would be completed by way of a court approved plan of arrangement in which Lilydale's shareholders would exchange their shares for $10.00 per share in cash and approximately $5.43 per share in debentures for aggregate consideration of $75 million representing a significant premium over the historical book value of the shares. Including the debt of Lilydale, which will remain outstanding at close, the total enterprise value of Lilydale will exceed $130 million. Lilydale's shareholders will be asked to vote on the arrangement at a shareholder meeting to be held on or around April 6, 2010 and, subject to Lilydale shareholder approval and applicable regulatory approvals, the transaction is expected to close in April 2010.

"Over the past several years, Lilydale has been approached by a number of different companies regarding potential transactions; however, the Company did not feel that any of those potential suitors were the right fit until now," stated Don Sundgaard, Lilydale's Chairman of the Board. "In deciding to recommend this transaction for approval by the Lilydale shareholders, the Board of Directors considered a wide range of factors and received detailed advice and various opinions from the Company's external legal and financial advisors. In our view, the consideration to be paid and the terms of the arrangement are fair and appropriate and should be seen as very attractive to all Lilydale stakeholders, from its shareholders through to its customers."

Lilydale is a nationally recognized consumer food company with leading consumer brands in fresh and frozen poultry, deli, sausage and meat snacks including Lilydale, Tailgate, Daystarters, Country Fair, Roast & Boast and ZamZam.

Privately owned Sofina Foods, manufactures and distributes further processed pork, beef and poultry products for retail and food service Customers in Canada, the US and Japan. Sofina's diversified product portfolio includes the Fletcher's, Cuddy, Quality Meats and Vienna brands in addition to a well developed private label business.

The combination of Sofina and Lilydale will create a strong national champion in the Canadian meat industry with combined sales revenue exceeding $800 million and a workforce of over 3,300 employees. The businesses are highly complementary with Lilydale's strengths in Western Canada and primary processing of poultry being combined with Sofina's strengths in Eastern Canada and further processed products of beef, pork and poultry. As a result, the combined business will supply retail and foodservice markets across Canada and into the western United States with 12 manufacturing facilities in both primary and further processing operations in British Columbia, Alberta, Saskatchewan, Ontario and Washington State. Pursuant to the transaction, Sofina has committed to invest a further $20 million over the next two years into Lilydale to support operations and facility improvements.

"This is an exciting day for Lilydale as we turn the page of a new chapter in our history," said Lilydale President and CEO Ed Rodenburg. "This year marks our 70th anniversary and, in partnership with Sofina, we look forward to providing our retail and food service customers and consumers with an even stronger and broader portfolio of premium meat products covering all the major proteins, in both primary and further processing. The inherent strengths of the Lilydale and Sofina partnership are clear, and we are confident that our employees, growers, customers and consumers will all benefit."

Sofina's President Michael Latifi added, "The Lilydale brand is a natural fit to complement Sofina's offerings. This partnership works on so many levels, particularly with Lilydale's geographic coverage in the West and their strong brand presence in the marketplace. Together we are very well positioned to deliver accelerated growth to our retail and foodservice customers throughout Canada."

The debenture consideration to be received by Lilydale shareholders will bear interest at 4.0% payable at maturity which is expected to be in October 2011, 18 months from closing of the transaction. Further details of the proposed arrangement will be included in the Information Circular to be distributed to shareholders in advance of the shareholder meeting.

Lilydale engaged Genuity Capital Markets as its financial advisor and Fraser Milner Casgrain LLP as its legal advisor and the board of directors of Lilydale received a fairness opinion from Ernst & Young with respect to the transaction. Sofina engaged Stikeman Elliott LLP as its legal advisor.

About Lilydale

Headquartered in Edmonton, AB, Lilydale Inc. is a leading manufacturer of poultry products including fresh chicken and turkey, premium deli and prepared chicken and turkey products. Established in 1940 as the "Alberta Poultry Producers Ltd.", products are marketed under the Lilydale brand and distributed across Canada at major retailers. The company employs over 2,100 people at facilities throughout Western Canada: Abbotsford, BC; Port Coquitlam, BC; Edmonton, AB; Calgary, AB; and Wynyard, SK. Lilydale is proud to be recognized as one of Alberta's Most Respected Companies in 2007 by Alberta Venture magazine. For more information visit www.lilydale.com.

About Sofina

Headquartered in Markham, ON, Sofina Foods Inc. is one of Canada's leading manufacturers of further processed pork, beef, turkey and chicken products. Sofina operates six HACCP approved manufacturing facilities (five in Canada and one in the northwestern United States) with 1,200 employees. Sofina has a diverse portfolio of both branded and private label products, and supplies major retail and food service customers in Canada, the United States and Japan. For more information visit www.sofinafoods.com.

For further information: For media interviews and additional information, please contact: Stephanie Gillis-Paulgaard, Manager, Corporate Communications and Public Relations, Lilydale Inc., Office: [phone], Cell: [phone], Email: [email protected]; Peter Osborn, Vice President, Human Resources, Sofina Foods Inc., Office: [phone] ext 2232, Email: [email protected]