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Press release from Marketwire

Uni-Select Inc. Announces Filing of a Preliminary Short Form Prospectus in Connection With Bought Deal Financing of Approximately $90 Million

Wednesday, December 15, 2010

Uni-Select Inc. Announces Filing of a Preliminary Short Form Prospectus in Connection With Bought Deal Financing of Approximately $90 Million18:48 EST Wednesday, December 15, 2010BOUCHERVILLE, QUEBEC--(Marketwire - Dec. 15, 2010) - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES. Uni-Select Inc. (TSX:UNS) ("Uni-Select") announced today that, subsequent to its announcement made on December 9, 2010, Uni-Select has entered into an underwriting agreement with a syndicate of underwriters led by National Bank Financial Inc. to sell, on a bought deal basis, a combination of subscription receipts ("Subscription Receipts") and extendible convertible unsecured subordinated debentures ("Convertible Debentures") that are expected to raise gross proceeds of approximately $90 million (the "Offering").Uni-Select intends to use the proceeds of the Offering to fund a portion of the purchase price of its previously announced agreement to acquire FinishMaster, Inc. (OTCPK:FMST) ("FinishMaster"), the largest independent distributor of automotive paints, coatings and related accessories in the U.S. (the "Transaction"). The agreement is based on a purchase price of approximately US$217.0 million ($219.0 million), including the assumption of an estimated net debt of US$45 million.The agreement with the syndicate includes the issue of 1,725,000 Subscription Receipts at $26.10 per Subscription Receipt to raise gross proceeds of approximately $45 million and up to $51.78 million in the event the underwriters exercise their right to an overallotment option. Uni-Select has also agreed to sell $45 million and up to $51.75 million, in the event the underwriters exercise their right to an overallotment option, principal amount of Debentures, convertible at the option of the holder, into shares of Uni-Select at $41.76 per share.The Subscription Receipts are exchangeable on a one-for-one basis for shares of Uni-Select on the closing of the Transaction. The Convertible Debentures have an initial maturity date of June 30, 2011, and will be extended to January 31, 2016 upon the closing of the Transaction. The Convertible Debentures have a coupon of 5.9% per annum and will pay interest semi-annually on July 31 and January 31 in each year commencing July 31, 2011. The Debentures will be convertible into approximately 23.946 Uni-Select shares per $1,000 principal amount, at any time following the closing of the Transaction, at the option of the holder, representing a conversion price of $41.76 per share. The Convertible Debentures will not be redeemable by Uni-Select prior to January 31, 2014.The Subscription Receipts and Convertible Debentures will be offered in all provinces of Canada, by means of a short form prospectus. Uni-Select filed a preliminary short form prospectus today. Closing of the Offering is expected to occur on or about January 6, 2011, before the expected closing date of the Transaction.FinishMaster's Board has approved the Transaction and found it to be in the best interests of FinishMaster and its shareholders. FinishMaster's shareholders will vote on a proposal to approve the Transaction and ancillary matters on or about January 5, 2011. FinishMaster's 74.5% shareholder has entered into a voting agreement in support of the Transaction. Closing of the Transaction is expected to occur on or about January 10, 2011, subject to the satisfaction or waiver of customary closing conditions. Uni-Select was advised by National Bank Financial Inc. and legal advice was provided by McCarthy Tétrault LLP and Faegre & Benson LLP. FinishMaster was advised by Citigroup Inc. and legal advice was provided by Barnes & Thornburg LLP. The underwriters were advised by Stikeman Elliott LLP. About Uni-SelectFounded in 1968, Uni-Select™ is a Canadian leader in the distribution of automotive replacement parts, equipment, tools and accessories. Uni-Select USA, Inc., a subsidiary of Uni-Select, provides services to customers in the United States, where it is the 6th largest distributor. The Uni-Select Network™ includes over 2,500 independent jobbers and services 3,500 points of sale in North America. Uni-Select is headquartered in Montreal. Uni-Select shares (UNS) are traded on the TSX. Uni-Select and Uni-Select Network are trademarks owned by Uni-Select Inc.This press release contains forward-looking information within the meaning of applicable securities laws. All information and statements other than statements of historical facts contained in this press release are forward-looking information. Such statements and information may be identified by looking for words such as "about", "approximately", "may", "believes", "expects", "will", "intends", "should", "plans", "predicts", "potential", "projects", "anticipates", "estimates", "continues" or similar words or the negative thereof or other comparable terminology. Such forward-looking information includes, without limitation, statements with respect to: the anticipated closing of the Transaction, the benefits that may accrue to Uni-Select and its shareholders as a consequence of the Transaction, the entering into of new credit facilities and the anticipated closing of the offering of Subscription Receipts and Convertible Debentures. Actual events or results may differ materially.The forward-looking information is based on certain key expectations and assumptions made by Uni-Select, including expectations and assumptions concerning the expiration or early termination of filings that will be made in respect of the Transaction with the U.S. Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice pursuant to the Hart-Scott-Rodino Antitrust Improvements Act, the timing and receipt of the approval of the Transaction by shareholders of FinishMaster, satisfaction of all other conditions of closing, absence of exercise of any termination right and the timing and receipt of regulatory approval with respect to the offering of the Subscription Receipts and Convertible Debentures. Although Uni-Select believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information since no assurance can be given that they will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, failure to close the Transaction, integration of the business of FinishMaster, failure to realize the benefits of the Transaction, potential undisclosed liabilities associated with the Transaction, direct distribution by paint suppliers to customers, decreased demand for products of FinishMaster, litigation involving FinishMaster, industry and economic-related risks, economic climate, decreased financial strength of suppliers, proliferation of replacement parts, inflation, fuel price fluctuations, exchange rate fluctuations, interest rate fluctuations, risks relating to Uni-Select's business model and strategy and implementation of acquired businesses. Readers are cautioned that the foregoing list is not exhaustive. For additional information with respect to risks and uncertainties, refer to the Annual Report filed by Uni-Select with the Canadian securities commissions. To the extent any forward-looking information in this news release constitutes future-oriented financial information or financial outlooks, within the meaning of securities laws, such information is being provided to demonstrate the potential benefits of the Transaction and readers are cautioned that this information may not be appropriate for any other purpose. Future-oriented financial information and financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to the risks set out above.The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. The forward-looking information contained herein is made as of the date of this press release, and Uni-Select undertakes no obligation to publicly update such forward-looking information to reflect new information, subsequent or otherwise, unless required by applicable securities laws.All dollar values are quoted in Canadian dollars unless otherwise indicated.THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF UNI-SELECT, NOR SHALL IT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR PURCHASE OR SUBSCRIPTION. THE SUBSCRIPTION RECEIPTS AND CONVERTIBLE DEBENTURES WILL ONLY BE OFFERED IN CANADA BY MEANS OF THE PROSPECTUS REFERRED TO ABOVE. THESE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON (AS DEFINED IN REGULATIONS OF THE U.S. SECURITIES AND EXCHANGE COMMISION) UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OR THE LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT AND THE LAWS OF ANY STATE OF THE UNITED STATES.FOR FURTHER INFORMATION PLEASE CONTACT: Mr. Richard G. RoyUni-Select Inc.President and Chief Executive Officer450-641-6903ORMr. Denis MathieuUni-Select Inc.Vice President and Chief Financial Officer450-641-6903www.uni-select.com