High Liner Foods

- Acquisition Results in High Liner Foods Becoming the Leading Value-Added Seafood Supplier in North America -

LUNENBURG, NS, Dec. 19, 2011 /CNW/ - High Liner Foods Incorporated (TSX: HLF; HLF.A), a leading North American value-added frozen seafood company, today announced that it has completed the acquisition of Icelandic Group's U.S. and Asian operations, previously announced on November 17, 2011.  The adjusted purchase price was US$232.7 million, which includes US$2.0 million in closing adjustments.  In addition, working capital adjustments net of cash balances were US$15.2 million, reflecting the seasonally high working capital levels at the time of the closing of the transaction.

"We are very pleased to have completed this acquisition, as it represents an important element of High Liner Foods' growth strategy. This acquisition positions High Liner as the leading value-added seafood supplier in North America, and adds incremental value to our shareholders," said Henry Demone, President and CEO of High Liner Foods.

For the 12 months ending September 2011, Icelandic Group's U.S. and Asian operations recorded sales of US$268 million and pro forma adjusted earnings before interest, taxes, depreciation and amortization (pro forma Adjusted EBITDA) of approximately US$29 million, after taking into account the full year of savings from the investment in a new cold storage facility that opened in 2011.

High Liner expects the acquisition to be immediately accretive to earnings per share before one-time costs related to the acquisition.  On a pro forma basis, High Liner's annual revenue would be approximately $900 million for the 12 months ending September 2011, with pro forma Adjusted EBITDA of approximately $94 million including near-term synergies.  Total ongoing annual synergies are expected to be in the range of US$16-18 million.

The transaction, paid in cash, was financed with new long-term debt and an increase in High Liner's existing asset-based revolving loan facility from US$120 million to US$180 million. The long-term debt is a US$250 million senior secured term loan with a six-year term that pays interest at 5.50% plus LIBOR (floor of 1.5%). A portion of the proceeds was also used to repay existing long-term debt. Upon closing, High Liner has drawn the full US$250 million senior secured term loan and approximately US$126 million of its revolving loan facility, leaving additional borrowing availability under its revolving loan facility of approximately US$48 million based on current margin calculations.

RBC Capital Markets and BMO Capital Markets acted as Joint Lead Arrangers and Joint Bookrunners on High Liner's new senior secured term loan.

About High Liner Foods Incorporated

High Liner Foods Incorporated is a leading North American processor and marketer of prepared, value-added frozen seafood.  High Liner's branded products are sold throughout the United States, Canada and Mexico under the High Liner^®, Fisher Boy^®, Mirabel^®, Sea Cuisine™ and Royal Sea^® labels, and are available in most grocery and club stores.  The Company also sells its High Liner^®, FPI^®, Mirabel^®, Viking™, Icelandic Seafood^®, Samband of Iceland^®, Seastar^®, and Seaside^® food service products to restaurants and institutions, and is a major supplier of private label seafood products to North American food retailers and food service distributors.  High Liner Foods is a publicly traded Canadian company, trading under the symbols HLF and HLF.A on the Toronto Stock Exchange.

This document contains forward-looking statements. Forward-looking statements can generally be identified by the use of the conditional tense, the words "may", "should", "would", "believe", "plan", "expect", "intend", "anticipate", "estimate", "foresee", "objective" or "continue" or the negative of these terms or variations of them or words and expressions of similar nature. Specific forward-looking statements in this document include, but are not limited to expectations with respect to: becoming the leading value-added seafood company in North America; increasing value to shareholders; achieving synergies of $16 to $18 million and the timing of any synergies; continuing to realize savings on the cold storage facility; and the acquisition being immediately accretive to earnings per share. These statements are based on a number of factors and assumptions including, but not limited to: our ability to integrate the acquisition into our operations; achieving the expected synergies and supply chain efficiencies; our ability to effectively utilize enhanced product lines, product development capabilities and economies of scale leading to increased shareholder value and, acceptance of new products in the marketplace. The statements are not a guarantee of future performance.  By their nature, forward-looking statements involve uncertainties and risks that the forecasts and targets will not be achieved.  Readers are cautioned not to place undue reliance on forward-looking statements, as actual results may differ materially from those expressed in such forward-looking statements.  We include in publicly available documents filed from time to time with securities commissions and the Toronto Stock Exchange, a discussion of the risk factors that can cause anticipated outcomes to differ from actual outcomes.  Except as required under applicable securities legislation, we do not undertake to update forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf, whether as a result of new information, future events or otherwise.

The Company reports its financial results in accordance with IFRS. Included in this media release is a non-IFRS financial measure, Adjusted EBITDA, as a supplemental indicator of operating performance.

The Company believes this non-IFRS financial measure provides useful information to both management and investors in measuring the financial performance and financial condition of the Company. This measure does not have a standardized meaning prescribed by IFRS and, therefore, may not be comparable to similarly titled measures presented by other publicly traded companies, nor should it be construed as an alternative to other financial measures determined in accordance with IFRS.

For further information about the Company, please visit our website at www.highlinerfoods.com or send an e-mail to investor@highlinerfoodinc.com.

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