Vicwest Income Fund entered into an agreement to acquire a majority interest in All Weather Insulated Panels, an American manufacturer of insulated metal panels for industrial, commercial and cold storage applications.

Headquartered in Vacaville, Calif., 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 percent 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."