LUNENBURG, NS, Jan. 4 /CNW/ - High Liner Foods Incorporated (TSX: HLF; HLF.A), a leading North American processor and marketer of superior quality seafood, announced today that it has made an unsolicited offer to acquire the Icelandic Group (The Group).

"Icelandic Group is a leading seafood supplier in Europe and one of the largest suppliers of value-added seafood to the U.S. food service market under the well-respected Icelandic brand," said Henry Demone, president and CEO, High Liner Foods Incorporated. "The addition of the Icelandic line of products to our existing line of food service products would make High Liner the leader in the sale of valued-added seafood to the U.S. food service market and an even stronger partner for our customers."

The Group, based in Reykjavík, Iceland, is comprised of an international network of independent companies, each operating in its own market in the production and sale of seafood products. In the United States, United Kingdom, France, and Germany, the Group operates processing plants for value-added products as well as sales and marketing companies selling various seafood products. Other sales and marketing companies are located in Spain and Japan. In addition to these marketing-oriented companies, the Group also includes companies responsible for procurement located in Iceland, Norway, and China.  Icelandic Group is also involved in primary processing of raw material through the operation of several processing plants in Iceland, China, and Thailand.

High Liner understands that the Icelandic Group assets are for sale. However, the current owners are in negotiations with a single European private equity firm and have indicated that they will not engage in any negotiations with other parties in relation to Icelandic Group until January 8, 2011. There can be no assurance that High Liner's offer will be considered or, if considered, that a deal can be concluded.

High Liner's offer of 340 million Euros for the enterprise value of the Group consists of the assumption of 170 million Euros in debt and 170 million Euros for the current equity interest. High Liner would integrate the Group's U.S. operation into its U.S. division and would assess strategic options for the non-U.S. assets.  High Liner recognizes that the Icelandic Brand and the Group's trading divisions may need to be excluded from the transaction. If so, High Liner's proposal would include entering into a long-term agreement to be able to continue to use the Icelandic brand for value-added products. High Liner has also made it clear to the owners of the Group that if producers from Iceland selling under the Icelandic brand require sales and marketing support from any of the acquired subsidiaries, High Liner is prepared to provide such support.

High Liner expects the acquisition, if successfully completed, to be accretive to earnings per share before one-time costs and would finance the acquisition through a combination of its existing asset-based working capital facility, new long-term debt, and equity. High Liner expects that leverage would increase to no more than 4x the proforma EBITDA immediately after the closing of the acquisition and before the capture of synergies.

High Liner is being advised in this transaction by KE-Partners of Reykjavik, Iceland.

About High Liner Foods Incorporated

High Liner Foods Incorporated is a leading North American processor and marketer of prepared, value-added frozen seafood.  High Liner's branded products are sold throughout the United States, Canada and Mexico under the High Liner®, Fisher Boy®, Mirabel® and Sea Cuisine™ labels, and are available in most grocery and club stores.  The Company also sells its High Liner®, FPI® ,VikingTM and Mirabel® food service products to restaurants and institutions, and is a major supplier of private label seafood products to North American food retailers and food service distributors.  High Liner Foods is a publicly traded Canadian company, trading under the symbols HLF and HLF.A on the Toronto Stock Exchange.

This document contains forward-looking statements. Forward-looking statements can generally be identified by the use of the conditional tense, the words "may", "should", "would", "believe", "plan", "expect", "intend", "anticipate", "estimate", "foresee", "objective" or "continue" or the negative of these terms or variations of them or words and expressions of similar nature. Specific forward-looking statements in this document include, but are not limited to expectations with respect to: completion of the proposed acquisition including financing, determination of the final price, which all may be impacted by due diligence results, completion of negotiations, regulatory approvals and availability of financing; High Liner Foods' share of the market for value-added seafood products in the U.S. foodservice industry, which assumes no material customer losses and may be impacted by industry competition, market forces and the state of the economy; the anticipated leverage of High Liner and whether any acquisition will be accretive which may be impacted by business integration risks, future raw material costs, anticipated financial performance, market forces and the state of the economy; and whether further acquisitions occur which may be impacted by availability of suitable targets, market conditions and the state of the economy.  These statements are based on a number of additional factors and assumptions including, but not limited to: availability, demand and prices of raw materials, energy and supplies; the condition of the Canadian and United States economies; product pricing; foreign exchange rates, especially the rate of exchange of the Canadian dollar to the U.S. dollar; our ability to attract and retain customers; our operating costs; interest rates; and continued access to capital.  The statements are not a guarantee of future performance.  By their nature, forward-looking statements involve uncertainties and risks that the forecasts and targets will not be achieved.  Readers are cautioned not to place undue reliance on forward-looking statements, as actual results may differ materially from those expressed in such forward-looking statements.  We include in publicly available documents filed from time to time with securities commissions and the Toronto Stock Exchange, a discussion of the risk factors that can cause anticipated outcomes to differ from actual outcomes.  Except as required under applicable securities legislation, we do not undertake to update forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf, whether as a result of new information, future events or otherwise.

For further information about the Company, please visit our website at www.highlinerfoods.com or send an e-mail to investor@highlinerfoods.com