AGT Food and Ingredients announces Definitive Agreement for Going Private Transaction at C$18.00 per Share

4 December 2018

(the "Buyer Group"), will indirectly acquire all of the issued and outstanding common shares of AGT ("Common Shares") not already held by the Buyer Group for C$18.00 per share in cash (the "Transaction").

The purchase price of C$18.00 per Common Share represents a premium of 36.7% to the closing price of AGT common shares on the Toronto Stock Exchange on July 26, 2018, the last trading day prior to public announcement of the Buyer Group's proposal with respect to the Transaction. Effective immediately, AGT will cease paying any further dividends on its Common Shares, whether or not the Transaction is ultimately consummated.

In light of the composition of the Buyer Group, a Special Committee, comprised entirely of the directors of AGT who are independent of management and other representatives of the Buyer Group, has conducted all negotiations of the Transaction on behalf of the Company. After receiving advice from independent financial and legal advisors (including the formal valuation and fairness opinion of TD Securities described below), the Special Committee has unanimously recommended that the Board of Directors approve the Transaction and recommend that AGT's shareholders (other than members of the Buyer Group) (the "AGT Public Shareholders") approve the Transaction. Based on the Special Committee's recommendation, the Board of Directors (with interested and non-independent directors abstaining) has determined that the Transaction is in the best interests of the Company (considering the interests of all stakeholders) and that the purchase price of $18.00 per Common Share is fair to the AGT Public Shareholders, and is unanimously recommending that AGT Public Shareholders vote in favour of the Transaction.

TD Securities has provided the Special Committee with an updated opinion that, as of December 3, 2018, subject to certain assumptions, limitations and qualifications to be set out in TD Securities' written valuation report, the fair market value of the AGT's common shares was between $17.00 and $21.00 per share. TD Securities has also provided an opinion that, as of December 3, 2018, subject to certain assumptions, limitations and qualifications to be set out in TD Securities' written fairness opinion, the purchase price of C$18.00 per share is fair, from a financial point of view, to the AGT Public Shareholders. Copies of TD Securities' written valuation report and fairness opinion will be included in the information circular to be sent to AGT's shareholders in connection with the special meeting of AGT's shareholders to be held early in 2019 to vote on the Transaction.

"This transaction represents an opportunity for public shareholders of AGT to monetize 100% of their investment in AGT at a cash price that represents fair market value for their common shares and a significant premium to the unaffected trading price of AGT's common shares," commented Mr. Geoffrey Belsher, Chairman of the Special Committee.

"Following a fairly lengthy process to consider the interests of all stakeholders of AGT and the future of the Company, the management group, together with the other members of the Buyer Group, are excited at the prospect of a new chapter of AGT," stated Mr. Al-Katib.  "We look forward to a positive outcome of the shareholders vote to continue our journey with our employees and the Buyer Group."

Transaction Details

The Transaction is being structured as an arrangement under the Business Corporations Act (Ontario) and therefore requires approval of at least two-thirds of the votes cast by all holders common shares who vote at a meeting of AGT's shareholders, as well as a simple majority of AGT Public Shareholders. All of the members of the Buyer Group as well as all of the other directors and executive officers of AGT have agreed to vote in favour of the Transaction.

The Transaction is also subject to certain additional closing conditions, including the following (among others), which may be waived in whole or in part in the sole discretion of the Buyer Group:

Alliance Pulse Processors Inc., a wholly-owned subsidiary of AGT, consummating amended credit facilities contemplated by a binding debt commitment letter provided by a syndicate of senior Canadian financial institutions arranged by The Bank of Nova Scotia, subject to the terms and conditions set forth in such commitment letter (the "Debt Financing"), and holders of AGT's outstanding 5.875% senior notes due 2021 tendering their notes to an offer to be made by AGT with respect thereto;

AGT's net debt (as defined in the Arrangement Agreement) not exceeding a specified threshold; and

no material adverse effect having occurred in respect of AGT, which is deemed to include events that cause, or that are reasonably likely to cause within the 12 months following closing of the Transaction, a specified decrease in AGT's consolidated revenues or consolidated net assets (as defined in the Arrangement Agreement), or an event of default under AGT's credit facility following closing.

The Transaction is subject to various other closing conditions, including approval of the Ontario courts as well as certain regulatory approvals in Canada, the United States and certain foreign jurisdictions where AGT operates or owns assets.

The Arrangement Agreement prohibits AGT from soliciting competing acquisition proposals, subject to the ability of AGT to respond to certain cash acquisition proposals that are financially superior to the Transaction. AGT must pay the Buyer Group a termination fee of $11.5 million in certain circumstances, including if AGT pursues a superior proposal or changes its recommendation to shareholders with respect to the Transaction.  The Arrangement Agreement does not require the Buyer Group to pay AGT a reverse termination fee under any circumstances.

Fairfax has provided AGT with a binding commitment letter pursuant to which Fairfax has committed to, among other things, provide the purchaser entity with the funds necessary to allow the Buyer Group to acquire all of the outstanding Common Shares (other than Common Shares held by the Buyer Group), subject to the terms and conditions set forth therein (the "Sponsor Financing").

Subject to satisfaction of all of the conditions to the Transaction, closing of the Transaction is expected to occur in the first quarter of 2019. However, given the conditions in the Arrangement Agreement and the Debt Financing, there can be no assurance that the Transaction will be completed on the terms set forth in the Arrangement Agreement or otherwise, or, if successfully completed, the timing thereof.

The summary of the Transaction contained in this news release is qualified by reference to the Arrangement Agreement, a copy of which has been filed under AGT's profile at www.sedar.com.  Additional details regarding the Transaction will be set forth in the information circular to be mailed to AGT's shareholders in advance of the special shareholders meeting to vote on the Transaction.  Shareholders and prospective shareholders are encouraged to review the Arrangement Agreement and the information circular in their entirety.



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