Mr. Paul Jewer reports

HIGH LINER FOODS ACQUIRES LEADING U.S. BREADED AND BATTERED SEAFOOD BRANDS MRS. PAUL'S AND VAN DE KAMP'S FROM CONAGRA BRANDS, INC. FOR USD $55 MILLION

High Liner Foods Inc. has entered into a purchase agreement to acquire the Mrs. Paul's and Van de Kamp's brands of frozen breaded and battered fish products from Conagra Brands for $55-million (U.S.), inclusive of approximately $36-million (U.S.) in inventory. The purchase price is subject to a customary inventory adjustment.

"This is a highly strategic and compelling opportunity for High Liner Foods that will serve as a catalyst for further growth in the U.S. retail market," said Paul Jewer, president and chief executive officer of High Liner Foods. "By taking full ownership of these well-established and respected brands, we will capture additional value for our shareholders and ensure a seamless transition for existing customers. We look forward to offering choice and value to an expanded portfolio of customers and consumers in the growing U.S. [United States] market."

High Liner Foods currently co-manufactures products for Mrs. Paul's and Van de Kamp's brands at its U.S.-based manufacturing facilities, an average of 25 million pounds annually. Today's transaction secures the volume associated with the company's current contract with Conagra, which is due to expire in 2027. It is anticipated to increase High Liner Foods' annual volume from this business to a total of approximately 29 million pounds of fish procured, processed and sold in the U.S., aligned with the company's strategy to continue to diversify its global supply chain.

Before reaching the anticipated annual run rate of $11-million (U.S.) adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) in 2027, which is inclusive of current contract margin, incremental contribution and synergies, the transaction is anticipated to generate incremental adjusted EBITDA for 2026 of approximately $4-million (U.S.) on top of existing contract margins. The company anticipates approximately 12 to 18 months of ramp-up time to realize synergies from across the company's operations which are reflected, after transaction costs, in the estimated annual run rate from 2027 onward. The transaction is expected to be slightly accretive to adjusted EBITDA starting in the second half of 2025.

Mrs. Paul's and Van de Kamp's are leading brands in the frozen breaded and battered category in U.S. retail, with high consumer awareness. High Liner Foods intends to leverage the brands' strong conversion metrics and brand equity to drive incremental sales of its diversified portfolio of branded and value-added retail products through an expanded distribution network and a significant national base of new retail customers.

The company will finance the transaction from its existing asset-based lending facility. The transaction is expected to close at the end of June, 2025, subject to customary closing conditions.

Mr. Jewer concluded: "This strategic transaction is one example of the steps we are taking to position High Liner Foods for future growth, leveraging our healthy balance sheet today to secure profitable volume and incremental growth for years to come. We have a clear line of sight to significant synergies that will strengthen our performance over time through operational efficiencies and incremental sales opportunities."

Advisers

BMO Capital Markets acted as exclusive financial adviser to High Liner Foods in connection with the transaction. Goodwin Procter LLP served as legal counsel to High Liner Foods.

About High Liner Foods Inc.

High Liner Foods is a leading North American processor and marketer of value-added frozen seafood. High Liner Foods' retail branded products are sold throughout the United States and Canada under the High Liner, Fisher Boy, Mirabel, Sea Cuisine and Catch of the Day labels, and are available in most grocery and club stores. The company also sells branded products to restaurants and institutions under the High Liner, Mirabel, Icelandic Seafood and FPI labels, and is a major supplier of private-label value-added seafood products to North American food retailers and food-service distributors.

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