Connors Bros. Completes Public Equity Offering

On January 13, 2005, Connors Bros. Income Fund completed a public equity issuance of $115 million (including 305,750 units issued pursuant to the exercise in full of an over-allotment option granted by the Fund) to a syndicate of investment dealers led by CIBC World Markets Inc. and including BMO Nesbitt Burns Inc., National Bank Financial Inc., TD Securities Inc. and First Associates Investments Inc. The net proceeds of approximately $110 million were used to fund a portion of the costs incurred by the Fund’s subsidiary, Bumble Bee Seafoods, LLC, to acquire Castleberry/Snow’s Brands, Inc., a shelf-stable seafood and meat manufacturing and distribution business, and substantially all the assets comprising Sara Lee Corp.’s Sweet Sue/Bryan brands shelf-stable meat business. The balance of the acquisition costs was funded by loan proceeds made available under the US and the Canadian asset-based credit agreements with Fleet Capital Corp., among others, both of which were amended in connection with these transactions. A bridge credit facility with CIBC was also established in connection with these transactions but was not utilized.

The Fund was represented by Torys LLP with a team that included Jamie Scarlett, Glen Johnson, Suh Kim, Rena Shadowitz, Scott Kraag, Cynthia Sargeant and Boris Nevelev (corporate); Corrado Cardarelli and Ron Nobrega (Canadian tax); Jeffrey Scheine and Pamela Petree (US tax); and Darien Leung and Darren Baccus (US corporate).

O’Melveny & Myers LLP represented Bumble Bee Seafoods in the acquisition of Castleberry and Sweet Sue/Bryan and in the amendment of the US asset-based credit agreement, with a team that included Mark Thierfelder, Douglas Ryder, Jill Irvin, Brian Kim, Marshall Phelps, Fred Bachman and Robert Gage (corporate), and Jessica Orlando, Daniel Dunn and Brian Himot (tax).

Osler, Hoskin & Harcourt LLP represented the underwriters of the public offering with a team that included Mark DesLauriers and Jaime Larry (corporate), and Kim Wharram and Judith Harris (Canadian tax).

Fleet Capital was represented in the US by Sheppard, Mullin, Richter & Hampton LLP with a team that included Bill Scott, Anthony Callobre, Damali Sahu, Brent Horstman and Shane Noworatzky; and in Canada by Ogilvy Renault LLP with a team that included Kevin Morley and David Amato.

CIBC was represented in Canada by Michael Harquail and Ian Binnie (financial services) of Blake, Cassels & Graydon LLP; and in the US by Mayer, Brown, Rowe & Mawe LLP with a team that included Andrew Mattei, Steve Armbrust and Ronald Palmese, Jr.