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Press release from CNW Group


Wednesday, December 01, 2010

VICWEST INCOME FUND CLOSES ALL WEATHER TRANSACTION, RECEIVES FINAL COURT APPROVAL TO CONVERT TO CORPORATE STRUCTURE08:00 EST Wednesday, December 01, 2010Toronto Stock Exchange: VIC.UN, VIC.DBOAKVILLE, ON, Dec. 1, 2010 /CNW/ - Vicwest Income Fund (the "Fund" or "Vicwest") today announced it has successfully closed its previously-announced purchase of a majority interest in All Weather Insulated Panels ("All Weather"), a California-based manufacturer of insulated metal panels for industrial, commercial and cold storage applications.Vicwest's investment is in the form of a debenture, convertible at Vicwest's direction, to common shares having an equity value of 56% of All Weather, and includes rights to intellectual property and patents and a five year call option to purchase the remaining minority ownership interest based upon an agreed earnings formula. The Fund paid $USD 5 million from its existing cash balances to acquire its interest in All Weather.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. The acquisition supports Vicwest's growth strategy and provides 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 insulated metal panel facility in Hamilton, Ontario, as both plants operate the same technology and can share best practices.Court Approval of ConversionThe Fund also announced today that it has received final approval from the Ontario Superior Court of Justice for its previously-announced conversion from an income trust structure to a corporate structure.The conversion of the Fund to a corporation named "Vicwest Inc." had received 99.99% unitholder approval at a special meeting in November but was subject to Court approval under the Business Corporations Act of Ontario.The conversion is expected to take place on or around January 1, 2011 subject to customary closing conditions. The conversion will be effected by way of corporate arrangement, under which Vicwest unitholders will receive one Vicwest Inc. common share for each unit held. After the completion of the arrangement, holders of Vicwest debentures will be entitled to receive, upon conversion of the debentures in accordance with their terms, one Vicwest Inc. common share in lieu of each Fund unit the holder was previously entitled to receive.The conversion is expected to offer a number of benefits, including: a corporate structure that will attract new investors; a more liquid trading market for Vicwest securities; and, enhanced access to capital markets which will facilitate growth through acquisitions. In addition, under a corporate structure, capital retained in the business to fund operations and growth will be subject to a lower rate of tax than in a trust structure.About Vicwest Income FundThe 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 trade names Vicwest, Mercury Metals, Valley Truss & Metal RCA Metal and AWIP-Vicwest USA. 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 STATEMENTSCertain statements in this news release, including (without limitation) statements about the expected benefits of conversion and anticipated dividend rates, 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 Osborne     John SlatteryPresident & Chief Executive Officer     Executive VP & Chief Financial OfficerVicwest Income Fund     Vicwest Income FundTel: (905) 469-5700     Tel: (905) 469-5706Fax: (905) 825-1090