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Livingston International Income Fund announces two proxy advisors recommend unitholders vote for amended $9.50 acquisition agre

^{Published on 2009-12-17 05:25:07 - Market Wire}
 

TORONTO, Dec. 17 /CNW/ - Livingston International Income Fund (TSX: LIV.UN) ("Livingston") announced today that RiskMetrics Group and Glass Lewis, two independent proxy advisory services, have independently recommended that Livingston unitholders vote in favour of the amended acquisition offer for Livingston from Canada Pension Plan Investment Board ("CPPIB") and Sterling Partners.

"The support of these two influential proxy advisors represents an important endorsement of the amended acquisition agreement," said Peter Valentine, Chairman of Livingston's Board of Trustees. "Both RiskMetrics and Glass Lewis agree with our board that the amended offer is in the best interests of unitholders."

As previously disclosed, CPPIB and Sterling Partners have agreed to amend the acquisition agreement dated October 7, 2009 to increase the amount of consideration to be received by unitholders from $8.00 to $9.50 in cash per unit (less any amounts withheld from non-resident unitholders on account of taxes, as applicable).

In its report recommending acceptance of the amended acquisition offer, RiskMetrics said that the amended cash offer is better than any of the previous publicly known offers, the amended price is in line with the market performance of Livingston units during the past two months, there are no other offers on the table at present, a fresh outside offer seems unlikely and the amended offer enjoys a significant level of support among unitholders.

Glass Lewis indicated that it has considered similarly sized transactions within the industry over the past five years, with the target located in North America, and that it believes the financial terms of the proposed transaction are reasonable, and that overall "the amended merger agreement appears favourable for the company and its unitholders."

Details of the amended offer were disclosed on December 15, 2009, filed on SEDAR at [ www.sedar.com ] and also made available on Livingston's web site at [ www.livingstonintl.com ].

The transaction is subject to approval by unitholders holding more than 66 2/3% of the units actually voting at the special unitholder meeting. As previously announced, the special unitholder meeting to approve the acquisition by CPPIB and Sterling Partners is now scheduled for Wednesday, December 23, 2009 at 9:30 a.m. EST, and the voting deadline has been extended to Monday, December 21, 2009 at 9:30 a.m. EST. The record date for the special meeting remains October 14, 2009, and the location remains the offices of Stikeman Elliott LLP, 199 Bay Street, Commerce Court West, in Toronto.

How to vote

If unitholders wish to attend and vote at the special meeting in person, they should contact their broker, securities dealer, trust company or other intermediary well in advance of the special meeting to obtain information on how to vote in person. Alternatively, unitholders should exercise their right to vote by following the instructions provided with the Circular or by otherwise following instructions provided by their broker or other intermediary. Unitholders are advised to provide their voting instructions via Internet, telephone or mail. Details are explained in the Circular under the heading "General Proxy Matters".

How to change a vote

If unitholders who voted against the acquisition previously now wish to support the amended acquisition, it is essential that they change their vote and vote in favour of the amended acquisition at $9.50 per unit. Livingston's trustees recommend that unitholders who had previously voted against the acquisition change their vote to support the amended offer. Unitholders can change their vote by Internet, telephone or mail by re-submitting voting instructions using the voting instruction form provided by their broker, securities dealer, trust company or other intermediary. Unitholders who require a new copy of their voting instruction form should contact their broker, securities dealer, trust company or other intermediary. It is also possible to revoke or change previously submitted voting instructions given to a broker, securities dealer, trust company or other intermediary by simply providing written notice of such revocation or change to them. Laurel Hill Advisory Group can also assist unitholders in changing their vote, by calling 1-800-209-3068.

For further information

Unitholders wishing further information or who have questions should contact Laurel Hill Advisory Group toll free in North America at 1-800-209-3068. Unitholders may also visit the Investors section of Livingston's web site at [ www.livingstonintl.com ].

Forward-looking statements

Certain statements in this release may be considered forward-looking statements, which reflect the board and management's current beliefs and expectations and which involve assumptions about expected future events or results that are subject to inherent risks and uncertainties. There is significant risk that assumptions and other forward-looking statements will not prove to be accurate. Many factors could cause actual future results, conditions or events to differ materially from the results or outcomes expressed, including risks related to trade volumes, deterioration of economic conditions, currency and interest-rate volatility, the ability to meet credit facility covenants and borrowing limits, the continued availability of credit facilities and bonds, pandemics and regulatory change, among others. Furthermore, there can be no assurance that the acquisition agreement will receive all necessary consents and approvals and that the proposed transaction will materialize. Investors are cautioned not to place undue reliance on assumptions or forward-looking statements.

About Livingston

Livingston International Income Fund is a trust that holds the securities of Livingston International Inc., a leading North American provider of customs, transportation and integrated logistics services. Headquartered in Toronto, Ontario, Livingston has approximately 2,500 employees located at some 100 key border points, seaports, airports and other strategic locations across Canada and the United States. As at the date of this release, Livingston had 34,147,667 units outstanding.

About CPP Investment Board

The CPP Investment Board is a professional investment management organization that invests the funds not needed by the Canada Pension Plan to pay current benefits on behalf of 17 million Canadian contributors and beneficiaries. In order to build a diversified portfolio of CPP assets, the CPP Investment Board invests in public equities, private equities, real estate, inflation-linked bonds, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in London and Hong Kong, the CPP Investment Board is governed and managed independently of the Canada Pension Plan and at arm's length from governments. At September 30, 2009, the CPP Fund totalled $123.8 billion. For more information about the CPP Investment Board, visit [ www.cppib.ca ].

About Sterling Partners

Sterling Partners is a private equity firm with a 25-year history of generating superior returns, with a focus on business services, health care and education. With approximately US$4 billion of capital under management, the firm invests in industries with positive, long-term trends and provides ongoing support with a diverse and balanced team of industry veterans, operators, investors, strategy experts and human capital professionals. Sterling Partners is co-headquartered in Chicago and Baltimore, with additional offices in Mexico City and Delhi. For more information, visit [ www.sterlingpartners.com ].