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Press release from CNW Group


Wednesday, November 03, 2010

VICWEST TO ACQUIRE A MAJORITY INTEREST IN CALIFORNIA?BASED PROVIDER OF CUSTOM BUILDING PRODUCTS17:08 EDT Wednesday, November 03, 2010Toronto Stock Exchange: VIC.UN, VIC.DBOAKVILLE, ON, Nov. 3, 2010 /CNW/ - Vicwest Income Fund (the "Fund") today announced it has entered into an agreement to acquire a majority interest in All Weather Insulated Panels ("All Weather"), a well‐known American manufacturer of insulated metal panels ("IMP") for industrial, commercial and cold storage applications.Headquartered in Vacaville, California, All Weather provides customers with a broad line of wall and roof panels, produced in a state‐of‐the‐art facility, and a full range of complementary trims and accessories. Since plant commissioning in 2007, All Weather has generated annual sales in the range of $USD 15‐20 million and has overall manufacturing capacity of $USD 40‐50 million.Vicwest's investment will be in the form of a debenture, convertible at Vicwest's direction to common shares having an equity value of 56% of All Weather, and will include rights to intellectual property and patents and a five year call option to purchase the remaining minority ownership interest at a formula based upon earnings. The Fund will pay $USD 5 million from its existing cash balances to acquire its interest in All Weather. The investment remains subject to All Weather's satisfaction of a limited number of conditions in favour of the Fund, including certain third‐party consents. The transaction is expected to close later this month.The acquisition will support Vicwest's growth strategy and provide a number of important benefits, including: the establishment of a manufacturing presence in the United States and the resulting creation of multi‐plant capabilities with excellent geographic coverage across North America; technology transfer; product and IP enhancement; and, procurement synergies. All Weather fits well with Vicwest's current IMP facility in Hamilton, Ontario, as both plants operate the same IMP technology and can share best practices."In All Weather Insulated Panels, we will be acquiring one of North America's most sophisticated continuous line IMP manufacturers and creating a springboard for profitable expansion in the world's largest building products market," said Colin Osborne, Vicwest President and Chief Executive Officer. "All Weather serves customers in some 25 states, however, its home market of California alone offers us tremendous opportunities. By working with All Weather's skilled co‐founders, who will remain with the business to lead its development, we intend to significantly grow and enhance the performance of our IMP business assets in both Canada and the United States."Looking Ahead "This is an important early step in our US expansion strategy for Vicwest Building Products," said Emile Mabro, Vice President and General Manager of Vicwest Building Products Division. "Having a US operation that will continue to be managed by its American founders opens the doors to new business for us. Our job now is to grow with an eye on deeper market penetration. As well, we continue to commit to moving our product line up the value chain."About Insulated Metal Panels Insulated metal panels are manufactured composites comprising rigid facings and an insulating core. They offer superior thermal resistance, structural integrity and one‐step installation compared with field‐assembled building systems that must rely on experienced installers, ideal weather conditions and design variations for different climates. IMP is a dominant building material in Europe and other overseas markets, and is gaining rapid acceptance in North America through the displacement of more traditional building materials and processes. IMP is a green product, offering unsurpassed insulation capacity using environmentally friendly and recyclable materials.About All Weather Insulated Panel All Weather was founded in 2004. Bill and Michael Lowery have been involved in the Insulated Metal Panel business in the US for almost 40 years, and have been pioneers in the development of IMP from a manufacturing, product development, and sales and marketing perspective. Bill and Michael oversaw the design, construction and commissioning of the current plant and achieved profitable sales in the first year of operation. All Weather is staffed by approximately 40 skilled employees.About Vicwest Income Fund The Fund is a leading manufacturer and distributor of building construction products, and steel containment products for agricultural grain, fertilizer and liquid storage. Through its Vicwest Building Products division, the Fund fabricates and markets metal roofing, siding and other metal building products under the Vicwest, Mercury Metals, Valley Truss & Metal and RCA Metal trade names and, upon completion of the investment, will add the AWIP‐Vicwest USA trade name. The Fund's Westeel Storage Solutions division manufactures storage solutions for agricultural grain and fertilizer, as well as liquid storage tanks and accessories. These products are manufactured and distributed under the trade names Westeel, Northern Steel Industries and NSI. Through a global alliance, Westeel also distributes Buhler Industries‐manufactured grain handling equipment in Canada under the Westeel brand. With approximately 1,200 dedicated employees and strategically located manufacturing facilities, the Fund delivers superior quality products and excellent service to customers in chosen markets. Vicwest Income Fund has traded on the Toronto Stock Exchange since 2005 and is a member of the S&P/TSX SmallCap Index. For more information, visit‐LOOKING STATEMENTS Certain statements in this news release may constitute "forward‐looking" statements. When used in this news release, such statements use words, including but not limited to, "may", "will", "expect", "believe", "plan", "intend", "anticipate", "future" and other similar terminology. These forward‐looking statements reflect the current expectations of the Fund's management regarding future events but involve known and unknown risks, uncertainties and other factors which may cause the outcome of the Offering or 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. Actual events could differ materially from those projected herein and depend on a number of factors. These factors would include, but are not limited to, dependence on market and economic conditions, sales and margin risk, competition, information system risks, availability of supply of products, risks associated with the introduction of new product lines, product design risk, environmental risks, volatility of commodity prices, inventory risks, customer and vendor risks, acquisition and integration risks, availability of credit, credit risks, interest rate risks, regulatory risks and employee retention risks. These forward‐looking statements speak only as of the date of this news release. Except as required by applicable securities laws, the Fund does not undertake, and specifically disclaims, any obligation to update or revise any forward looking information, whether as a result of new information, future developments or otherwise, except as required by applicable law.For further information: Colin OsborneJohn SlatteryPresident & Chief Executive OfficerExecutive Vice President & Chief Financial OfficerVicwest Income FundVicwest Income FundTel: (905) 469‐5700Tel: (905) 469‐5706Fax: (905) 825‐