November 23, 2010
TORONTO - Ontario Teachers' Pension Plan Board ("OTPP") and Maple Leaf Foods Inc. (TSX:MFI) (the "Company") are pleased to announce that BMO Capital Markets and TD Securities Inc. (the "Underwriters") have increased the size of the previously announced secondary offering. Under a revised agreement, the Underwriters have agreed to purchase 34,513,155 common shares ("Common Shares") of the Company from OTPP at a purchase price of $10.50 per Common Share for gross proceeds of approximately $362,388,127.50. The Common Shares are being sold to the Underwriters by OTPP. The transaction is expected to close on or about December 16, 2010. The Company has agreed to file and obtain a receipt for a preliminary short form prospectus by not later than November 29, 2010. Closing is subject to a number of customary conditions, including receipt of all necessary regulatory approvals.
The Company and OTPP also announced today that they have entered into a registration rights agreement that will apply in respect of the secondary offering by OTPP. The registration rights agreement contains customary registration, expense reimbursement and indemnity terms.
OTPP currently holds 34,513,155 common shares of the Company, representing a 25.2% interest in the Company. Following the closing of the offering, OTPP will no longer hold any common shares of the Company. The Company will not receive any proceeds from the offering.
This press release is not an offer to sell, or a solicitation of an offer to buy, any securities. The securities referred to in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933.
About Ontario Teachers' Pension Plan Board
With C$96.4 billion in assets as of December 31, 2009, the Ontario Teachers' Pension Plan Board is the largest single-profession pension plan in Canada. An independent organization, it invests the pension fund's assets and administers the pensions of 289,000 active and retired teachers in Ontario. For more information visit www.otpp.com.
About Maple Leaf Foods Inc.
Maple Leaf Foods Inc. is a leading Canadian food processing company headquartered in Toronto, Canada. The Company employs approximately 22,500 people at its operations across Canada and in the United States, Europe and Asia. The Company had sales of $5.2 billion in 2009.
This document contains, and the Company's oral and written public communications often contain, forward-looking statements that are based on current expectations, estimates, forecasts and projections about the industries in which the Company operates and beliefs and assumptions made by the Management of the Company. Such statements include, but are not limited to, statements with respect to objectives and goals, as well as statements with respect to beliefs, plans, expectations, anticipations, estimates and intentions. Specific statements include, but are not limited to, statements with respect to expectations concerning improving trends in operational results and expectations regarding actions to reduce costs, improved efficiencies, restore volumes and/or increase prices. Words such as "expect," "anticipate," "intend," "attempt," "may," "will," "plan," "believe," "seek," "estimate," and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve assumptions and risks and uncertainties that are difficult to predict. In addition, expectations concerning performance of the Company's business in general are based on a number of factors and assumptions including, but not limited to: the condition of the Canadian, United States, United Kingdom and Japanese economies; the rate of exchange of the Canadian dollar to the U.S. dollar, British pound and Japanese yen; expectations regarding actions to reduce costs, restore volumes and/or increase prices; the availability and prices of raw materials, energy and supplies; product pricing; the availability of insurance; the competitive environment and related market conditions; improvement of operating efficiencies whether as a result of the protein business transformation or otherwise; continued access to capital; the cost of compliance with environmental and health standards; no adverse results from ongoing litigation that would not be covered by insurance; no unexpected actions of domestic and foreign governments and the general assumption that none of the risks identified under "Risk Factors" in the Company's Annual Management's Discussion and Analysis for the year ended December 31, 2009 will materialize. All of these assumptions have been derived from information currently available to the Company including information obtained by the Company from third-party sources.
These assumptions may prove to be incorrect in whole or in part. In addition, actual results may differ materially from those expressed, implied or forecasted in such forward looking statements, which reflect the Company's expectations only as of the date hereof. Factors that could cause actual results or outcomes to differ materially from the results expressed, implied or forecasted by forward-looking statements are discussed more fully in the Company's Annual Management's Discussion and Analysis for the year ended December 31, 2009 including the section entitled "Risk Factors" that is available on SEDAR at www.sedar.com. The Company does not intend to, and the Company disclaims any obligation to, update any forward-looking statements, whether written or oral, or whether as a result of new information, future events or otherwise except as required by law.
Michael H. Vels
Chief Financial Officer
Maple Leaf Foods Inc.
Director, Communications and Media Relations
Ontario Teachers' Pension Plan