HALIFAX, NS , Jan. 7, 2021 /CNW/ - Clearwater Seafoods Incorporated (" Clearwater " or the " Company ") (TSX:CLR.TO) announced today that, at its special meeting (" Meeting ") of shareholders held today, shareholders of Clearwater voted to approve the previously announced plan of arrangement pursuant to the Canada Business Corporations Act (the " Arrangement "). Pursuant to the Arrangement, FNC Holdings Limited Partnership (" FNC Holdings "), representing a coalition of Mi'kmaq First Nations (the " Participating Communities ") and Premium Brands Holdings Corporation (" Premium Brands ") (TSX:PBH.TO), through a new equally owned corporation, 12385104 Canada Inc., will, among other things, acquire all of the issued and outstanding common shares of Clearwater (the " Shares ") at a price of $8.25 per Share.
The Arrangement required approval by the affirmative vote of at least two-thirds of the votes cast by holders of the Shares represented in person or by proxy at the Meeting. Of the votes cast at the Meeting with respect to the Arrangement, a total of 45,812,801 Shares were voted in favour of the Arrangement, representing approximately 99.89% of the votes cast on the special resolution approving the Arrangement. Clearwater's full report of voting results will be filed under Clearwater's issuer profile at www.sedar.com .
Approval of the Arrangement under the Competition Act was received January 6 , 2021. Clearwater intends to seek a final order of the Supreme Court of Nova Scotia (the " Court ") to approve the Arrangement at a hearing to be held on Friday, January 8, 2021 . Subject to the issuance of the final order, the Arrangement is expected to close and take effect on or about January 25, 2021 .
Upon the closing of the Arrangement, registered shareholders of Clearwater must submit their share certificates along with a duly completed letter of transmittal in order to receive the cash consideration under the Arrangement. A letter of transmittal was mailed to all registered shareholders. In addition, the letter of transmittal was filed under Clearwater's issuer profile at www.sedar.com . Registered shareholders of Clearwater who properly complete, duly execute and deliver the letter of transmittal, along with their share certificates, will receive the cash consideration per Share due pursuant to the Arrangement.