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BFI Canada prices $340 million offering

BFI Canada Income Fund (TSX:BFC.UN) has announced that it has entered into an underwriting agreement with a syndica...


BFI Canada Income Fund (TSX:BFC.UN) has announced that it has entered into an underwriting agreement with a syndicate of underwriters led by CIBC World Markets Inc. and BMO Nesbitt Burns Inc., and including National Bank Financial Inc., TD Securities Inc., Scotia Capital Inc., Sprott Securities Inc. and First Associates Investments Inc. for an offering of 14,166,667 subscription receipts at a price of $24.00 per subscription receipt, for total gross proceeds of $340,000,008.oo. The Fund has also granted to the underwriters an option to purchase an additional 1,416,667 subscription receipts, exercisable until 30 days following closing of the offering to cover over-allotments, if any, on the same terms and conditions and exercisable until 30 days following closing of the offering to cover over-allotments, if any. The Toronto Stock Exchange has conditionally approved the listing of the subscription receipts and the underlying units, subject to satisfaction of customary conditions of the Exchange. Closing of the offering is anticipated to occur on or about January 5, 2005.

The offering is being undertaken in connection with the previously announced transaction agreement between the Fund and IESI Corporation (the "Transaction"), which will create one of the largest non-hazardous solid waste management companies in North America. The Fund will indirectly acquire 100 per cent of the common stock of IESI, and the current equity investors in IESI will retain an approximately 35.6 per cent indirect interest in the Fund (assuming the full over-allotment option is exercised). The Transaction is expected to close on or about January 21, 2005 subject to satisfaction of various conditions, including (among others) unitholder approval and the receipt of all necessary regulatory approvals.

The offering proceeds will be held in escrow pending the closing of the Transaction and, upon release, will be applied (together with the proceeds of new debt financing) to repay substantially all of IESI’s third party debt and the bank debt of BFI Canada Holdings used to fund its acquisition of the Ridge landfill near Chatham, Ontario, which is expected to close January 4, 2005.

The Fund will be filing its final short form prospectus relating to the offering with the Canadian securities regulatory authorities. The prospectus and the documents incorporated by reference therein will be available for viewing on the SEDAR website at www.sedar.com. Printed copies of the final prospectus will be available from the underwriters of the offering.

The Fund will also be mailing to unitholders of record as of December 6, 2004 its management information circular in connection with its January 20, 2005 special meeting of unitholders to be held at the Gallery, Toronto Stock Exchange, 130 King Street West, Toronto, Ontario at 10:00 a.m. EST. At the meeting, unitholders will be asked to consider and vote upon a special resolution to approve the Transaction. Management and the Trustees of the Fund unanimously recommend that unitholders vote in favor of the special resolution to approve the Transaction at the Meeting.

BFI Canada Income Fund, through its subsidiaries, is one of Canada’s largest full-service waste management companies, providing non-hazardous solid waste collection and landfill disposal services for municipal, commercial, industrial and residential customers in the provinces of British Columbia, Alberta, Manitoba, Ontario and Quebec. The Fund’s units are listed on the Toronto Stock Exchange under the symbol BFC.UN. For more information on the Fund, visit www.bficanada.com

The subscription receipts and underlying units offered by the Fund have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement of such Act.

For further information, contact BFI Canada Income Fund:

Joseph D. Quarin
Chief Financial Officer
Phone: 416-401-7722
Email: joe.quarin@bficanada.com

or

Anne MacMicken
Manager, Investor and Employee Relations
Phone: 416-401-7729
Email: anne.macmicken@bficanada.com


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