TORONTO, June 25, 2012 /CNW/ - Cinram International Income Fund (TSX:
CRW.UN) (together with its subsidiaries, "Cinram" or the "Fund"), one
of the world's largest providers of multi-media products, announced today that it has reached agreements with newly formed
subsidiaries of Najafi Companies (collectively, "Najafi") for the sale
of substantially all of Cinram's assets and businesses in the United
States, Canada, the United Kingdom, France and Germany.
"Cinram is a market leader in its industries with a long track record of
best in class performance," said Jahm Najafi, CEO, Najafi Companies.
"We look forward to a seamless transition for our customers, and to
build on Cinram's significant base of strengths and expertise."
"We look forward to joining with Najafi Companies," said Steve Brown,
CEO, Cinram. "Cinram will continue its focus on strengthening its
competitive position in the market with a much stronger financial
Details of the transaction terms and process are summarized in the
schedule to this release.
Moelis & Company acted as financial advisor to Cinram.
Cinram International Inc., an indirect, wholly-owned subsidiary of the
Fund, is one of the world's largest providers of pre-recorded
multimedia products and related distribution and logistics services.
With facilities in North America and Europe, Cinram International Inc.
manufactures and distributes pre-recorded DVDs, Blu-ray discs, audio
CDs, and CD-ROMs for motion picture studios, music labels, publishers
and computer software companies around the world.. The Fund's units are
listed on the Toronto Stock Exchange under the symbol CRW.UN. For more
information, visit our website at www.cinram.com.
About Najafi Companies
Najafi Companies is a private investment firm whose current portfolio
companies include Direct Brands, Actissia, SkyMall, Trend Homes and
Snowflake Power. The firm makes highly-selective investments up to $1
billion in transaction value in companies with strong management teams
across a variety of industries. The firm takes a long-term view on its
investments and focuses its efforts to create value through growth and
Certain statements included in this release constitute "forward-looking
statements" within the meaning of applicable securities laws. Such
forward-looking statements include statements concerning the possible
effects of the transactions described herein, and the likelihood of
their successful completion. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Fund to be
materially different from any future results, performance or
achievements expressed or implied by such forward looking statements.
These risks may affect the achievement of the expected results of the
transactions described herein. The transactions are subject to
conditions, and there can be no assurance that the said transactions
will be successfully completed or that, if completed, the expected
consequences will result in whole or in part, and the deviations from
such expectations may be material.
Schedule - Summary of Transaction Terms
The transaction will be implemented through a court-supervised process.
Cinram has applied for and obtained an order from the Ontario Superior
Court of Justice (Commercial List) to commence proceedings under the Companies' Creditors Arrangement Act (CCAA). These proceedings are limited to Cinram's operations in North
America, Cinram will also be seeking recognition of its CCAA
proceedings under applicable U.S. laws. These CCAA proceedings do not
apply to Cinram's European businesses.
The hearing for the approval of the sale transaction and a vesting order
of the purchased assets will be scheduled before the Ontario Superior
Court of Justice (Commercial List).
The court restructuring process is not expected to affect Cinram's
day-to-day operations. Cinram has access to the funding necessary to
maintain its operations and the operations will continue without
disruption during this period. Cinram will operate its business in the
ordinary course, including continuing to pay its suppliers for all
goods and services through the course of the court restructuring
The sale transaction has the support of members of the steering
committee of lenders under Cinram's senior secured credit facilities.
Cinram anticipates further support of the sale transaction from
additional lenders following the public announcement of the
Details of the sale transaction
The sale transaction includes the following key elements:
Najafi will purchase substantially all of the assets used in Cinram's
core businesses for the manufacture of pre-recorded multimedia products
and the provision of related logistics services, digital media
solutions and outsourced vendor management inventory services in North
America and substantially all of the European business.
The sale transaction is subject to customary conditions, including
receipt of approval under the Investment Canada Act and completion of other regulatory processes, and receipt of any other
requisite approvals, in North America and Europe.
Najafi will continue to fulfill Cinram's obligations to its customers
and suppliers in respect of any of the acquired assets or business.
The sale transaction is expected to close by early August, 2012,
although the transfer of portions of the business may occur later in
Assets excluded from the sale transaction include the assets used in
Cinram's telecommunications products logistics services (the "Wireless
Business") and certain real estate assets.
The proceeds of the sale transaction, and proceeds generated from the
excluded assets, will be used to repay Cinram's senior creditors (and
will not be available for distribution to unitholders).
John H. Bell