OKOTOKS, AB, May 1 /CNW/ - (TSX-MTL.UN) Mullen Group Income Fund
("Mullen" or the "Fund") and Mullen Group Ltd. ("Mullen Group") announced
today that they have closed their previously announced conversion of the Fund
to a corporation (the "Reorganization") pursuant to a plan of arrangement
under the Business Corporations Act (Alberta).
The Reorganization was approved at the annual and special meeting of
holders of trust units ("Units") of the Fund and holders of Class B limited
partnership units ("MCLP B Units") of Mullen Co. Limited Partnership
(collectively, "Securityholders") held on April 29, 2009, with 86% of the
votes being cast in favour of the Reorganization. On April 29, 2009, the
Alberta Court of Queen's Bench granted the final Order required in connection
with the Reorganization.
Pursuant to the Reorganization, Securityholders received one common share
("Mullen Group Share") of Mullen Group in exchange for each Unit or MCLP B
Unit held.
All of the members of the Board of Directors and the senior officers of
Mullen Group Inc. are continuing as the directors and officers of Mullen
Group. Trading of the Mullen Group Shares on the Toronto Stock Exchange is
expected to commence on or about May 6, 2009 under the symbol "MTL", subject
to the approval of the Toronto Stock Exchange.
Convertible Subordinated Debentures
Mullen Group also announced today the completion of Mullen's previously
announced convertible subordinated debenture offering. Mullen Group has issued
by way of a private placement, $125 million aggregate principal amount of 10%
convertible subordinated debentures (the "Debentures") at a price of $1,000
per Debenture (the "Offering"). The proceeds of the Offering will be used by
Mullen Group for working capital and for general corporate purposes.
Fairfax Financial Holdings Limited and/or affiliates of Fairfax Financial
Holdings Limited subscribed for $65 million of Debentures and insiders and
employees of Mullen Group, including their extended families and friends, and
members of the Mullen family subscribed for approximately $17 million of
Debentures pursuant to the Offering. In addition, through a syndicate of
agents led by TD Securities Inc., the Fund issued $43 million of Debentures to
accredited investors.
The Debentures will mature on July 1, 2018 and bear interest at 10% per
annum payable quarterly commencing June 30, 2009. The Debentures and the
Mullen Group Shares issuable on conversion thereof will be subject to a hold
period of four months and one day from the closing date.
Credit Facility
Mullen Group also announces that it has obtained a $75 million 3 year
term facility from the Royal Bank of Canada.
The Mullen Group is recognized as the largest provider of specialized
transportation and related services to the oil and natural gas industry in
western Canada and as one of the leading suppliers of trucking and logistics
services in Canada - two sectors of the economy in which Mullen Group has
strong business relationships and industry leadership. Additional information
is available on our website at www.mullen-group.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities of the Fund or Mullen Group
within the United States. The securities of the Fund and/or Mullen Group have
not been and will not be registered under the United States Securities Act of
1933, as amended (the "1933 Act"), or any state securities laws. Accordingly,
the Debentures may not be offered or sold in the United States or to U.S.
persons (as such terms are defined in Regulation S under the 1933 Act) unless
registered under 1933 Act and applicable state securities laws or an exemption
from such registration is available.
This press release contains forward-looking statements and
forward-looking information within the meaning of applicable securities laws.
The use of any of the words "expect", "anticipate", "continue", "objective",
"will", "should", "believe", "plans", "intends" and similar expressions are
intended to identify forward-looking information or statements. More
particularly and without limitation, this press release contains forward
looking statements and information concerning the use of proceeds of the
Offering and the approval of the Toronto Stock Exchange.
The forward-looking statements and information are based on certain key
expectations and assumptions made by Mullen Group, including the timing of
receipt of regulatory approval. Although Mullen Group believes that the
expectations and assumptions on which such forward-looking statements and
information are based are reasonable, undue reliance should not be placed on
the forward looking statements and information because Mullen Group can give
no assurance that they will prove to be correct.
Since forward-looking statements and information address future events
and conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those currently
anticipated due to a number of factors and risks. These include, but are not
limited to, the risks associated with the current financial markets, the
service and energy industry in general; and the failure to obtain required
regulatory approvals. Accordingly, readers should not place undue reliance on
the forward-looking statements and information contained in this press release
concerning these times.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on these and other factors that could
affect the operations or financial results of Mullen Group are included in
reports of the Fund on file with applicable securities regulatory authorities
and may be accessed through the SEDAR website (www.sedar.com) of the Fund. The
forward-looking statements and information contained in this press release are
made as of the date hereof and Mullen Group undertake no obligation to update
publicly or revise any forward-looking statements or information, whether as a
result of new information, future events or otherwise, unless so required by
applicable securities law. Mullen Group relies on litigation protection for
"forward-looking" statements.