OKOTOKS, AB, Nov. 5 /CNW/ -- (TSX - MTL) Mullen Group Ltd. ("Mullen") announced today that on October 21st it made a proposal to Livingston International Income Fund (TSX: LIV.UN) ("Livingston") for a business combination by way of plan of arrangement whereby Mullen would acquire all of the outstanding trust units of Livingston on the basis of 0.566 of a common share of Mullen for each trust unit (the "Transaction"), representing consideration of approximately $9.00 per trust unit based on the 10-day volume weighted average trading price of the common shares of Mullen calculated to October 20, 2009, the date prior to Mullen making its proposal to Livingston.

Mullen's proposal represents a premium of approximately 45.4% to the volume weighted average trading price of the Livingston trust units over the 30 trading days prior to the announcement of the acquisition agreement (the "Acquisition Agreement") among Livingston and 2219987 Ontario Inc., SPC III AIV ONE, LP and Canada Pension Plan Investment Board (collectively, the "Consortium") and a 12.5% premium over the $8.00 per trust unit offered to the Livingston unitholders pursuant to such Acquisition Agreement. In addition, Mullen's proposal will provide the opportunity for certain Livingston unitholders to benefit from the transaction on a tax-deferred basis and will not require withholding of tax for non-resident holders of trust units, which represents a significant benefit for taxable unitholders and non-resident unitholders at no cost to tax-deferred unitholders.

Following delivery of its proposal, Mullen commenced its due diligence investigations and presented the trustees of Livingston with a proposed form of binding agreement for the Transaction (the "Formal Agreement").

"Our due diligence is now substantially complete and we hope to complete negotiations and execute a binding acquisition agreement with Livingston as soon as reasonably possible. The acquisition agreement and Transaction will be subject to approval by two-thirds of Livingston's unitholders and the receipt of certain other approvals and consents, including those required by the Transportation Act and Competition Act. It should be noted that no approval of this transaction by Mullen's shareholders is required", stated Steve Lockwood, President and Co-Chief Executive Officer.

Mullen believes the Transaction as described in the Formal Agreement will constitute a Superior Proposal under the terms of the Acquisition Agreement and that the trustees of Livingston, after reviewing the Formal Agreement with their financial advisors and outside counsel, will also conclude such proposal constitutes a Superior Proposal. If the trustees of Livingston determine Mullen's proposal is a Superior Proposal, then under the terms of the Acquisition Agreement they must present the Superior Proposal to the Consortium.