Macquarie Infrastructure Partners to acquire Canadian container terminal, Halterm Limited

06 November 2006

HALIFAX, NOVA SCOTIA and NEW YORK, NEW YORK, November 6, 2006 /CNW/ — Macquarie Infrastructure Partners and Halterm Income Fund (the “Fund”) (TSX: HAL.UN)today announced that they have entered into a sale and purchase agreement. The agreement will result in a distribution by the Fund to its unitholders of approximately C$19.00 per unit in cash, representing an approximate 29 percent premium to the November 3, 2006 closing price.

Under the agreement Macquarie Infrastructure Partners will acquire the outstanding common shares and promissory notes of Halterm Limited (“Halterm”), the wholly-owned subsidiary of the Fund, for C$172.75 million. Immediately thereafter the Fund will redeem all of its outstanding trust units for approximately C$19.00 per unit in cash, after the retirement of existing debt and costs incurred by the Fund relating to the transaction.  The common shares and promissory notes of Halterm represent substantially all of the assets of the Fund. 

The Fund is a limited purpose income trust listed on the Toronto Stock Exchange. Its wholly-owned sole subsidiary, Halterm, operates a container terminal and cargo handling facility located on a 72-acre site in the Port of Halifax, Nova Scotia. With deep water berths and six ship-to-shore gantry cranes, the Halterm terminal provides an essential logistical link between Canadian and international shipping vessels and the rail and truck transportation systems that connect the port to major markets in Canada and the mid-west of the United States.

As a long-term infrastructure investor, Macquarie Infrastructure Partners’ acquisition of Halterm will provide additional capital resources and global expertise to an important and growing port facility. Over the past two years, the Macquarie group has made investments in container terminal operations on the west coast of the U.S. as well as in Europe and in Asia.  In addition, the Macquarie group has a dedicated ports advisory team which can be called upon to assist in port development issues globally.

Halterm’s Board of Directors and the Trustees of the Fund, on the recommendation of a Special Committee of independent directors, have unanimously approved the transaction and have resolved to recommend that the Fund’s unitholders approve the proposed transaction.

“This is a very positive and exciting development for Halterm and the Port of Halifax”, said Doug Rose, President and CEO of Halterm Limited. “Macquarie is an excellent strategic partner committed to expanding its presence in the port and container handling business over time. Their ability to provide worldwide access to financial, marketing and technical resources will be very beneficial to Halterm, its employees, our customers and the community of Halifax at large. We look forward to working with Macquarie Infrastructure Partners in our continued efforts to provide outstanding service to our customers, and to further develop and grow our business.”

Christopher Leslie, Chief Executive Officer of Macquarie Infrastructure Partners, said, “Halterm represents an excellent opportunity to acquire a long-established, well-run business with future growth opportunities and a strong management team. As a long-term infrastructure investment, the acquisition of Halterm is particularly compelling and builds upon Macquarie’s track record of investing in the port sector.  We look forward to working with Doug Rose, his management team and the Port of Halifax as Halterm enters its next phase of growth.”

Stan Spavold, Chairman of the Trustees and speaking on behalf of the Special Committee said, “We are very pleased to be recommending what we believe is an attractive transaction for all of the unitholders of the Fund.  Macquarie Infrastructure Partners is an excellent new entry into the Port of Halifax with the resources and global capabilities to continue building the business.”

The Honourable Gerald Regan, Chairman of Halterm Limited said, “This transaction represents an important endorsement of the Port of Halifax and indeed the Province of Nova Scotia by global infrastructure investors.  We are delighted to welcome Macquarie Infrastructure Partners to Nova Scotia and look forward to the future opportunities that will develop from this partnership.”

It is anticipated that a circular describing the proposed transaction will be mailed to Fund unitholders in the near term, with a special meeting of the Fund unitholders to be held in the second half of December 2006 to approve the transaction. The transaction is subject to the approval of the Fund unitholders at the special meeting and the receipt of regulatory approvals and certain third party consents. The transaction is expected to close in January, 2007.

Holders of approximately 34 percent of outstanding Fund units have agreed with Macquarie Infrastructure Partners to vote their units in favor of the transaction.

National Bank Financial Inc. is acting as financial advisor to the Special Committee and has delivered a fairness opinion to the Special Committee.  McInnes Cooper is acting as legal advisor for the Special Committee and Stewart McKelvey is acting as legal advisor for the Fund.

About Halterm
Halterm Income Fund is a limited purpose trust. Its wholly-owned subsidiary Halterm Limited is located on a 72-acre site in the Port of Halifax, Nova Scotia. With deep water berths and six ship-to-shore gantry cranes, the Halterm Limited terminal provides the logistical link between domestic and international ocean-going vessels and the rail and truck transportation systems that connect the port to major markets in Canada and the mid-west of the United States.

About Macquarie Infrastructure Partners
Macquarie Infrastructure Partners (MIP), headquartered in New York, is managed by a member of the Macquarie group (Macquarie). MIP is a diversified unlisted fund focusing on infrastructure investments in the United States and Canada. The Fund’s current investments include a committed majority equity stake in Aquarion Company^*, a regulated New England water utility operating in Connecticut, Massachusetts, New Hampshire, and New York State; an agreement to acquire a 22% stake in Pittsburgh electric utility Duquesne Light Holdings*and a agreement to purchase 50% of Macquarie Infrastructure Group’s interests in four toll roads^* located in the United States.

About Macquarie
The Macquarie group is one of the world’s largest owners and managers of infrastructure assets, managing over C$30 billion in infrastructure equity around the world. Important community infrastructure investments managed by Macquarie include assets in the ports, energy transmission and distribution, water, transportation, airport, social infrastructure, and telecommunications sectors.

Macquarie’s infrastructure investment philosophy is to:

• invest strategically for the long-term in quality infrastructure and related assets;
• take a partnership approach, working with strong existing management teams to support overall performance;
• bring specialist international networks and global resources to support business growth; and
• manage its various assets responsibly and profitably for the long-term.

Macquarie has significant experience managing port investments around the world including DCT Gdansk in Poland, Changshu Xinghua Port in China, and a joint venture with Hanjin Shipping* with operations in Japan, Taiwan and the United States (Long Beach & Oakland, CA; Seattle, WA).

IMPORTANT NOTICE
This release includes certain forward-looking statements including, without limitation, statements concerning the value of any redemption of Fund units, the projected costs and plans and objectives of management for future operations.  Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “plans,” or “continue” or the negative thereof or variations thereon or similar terminology.  Although the Fund believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.  These forward-looking statements are subject to a number of risks and uncertainties including, in respect of the value of any redemption of Fund units, the results of operations until closing and final transaction costs.  Actual results could differ materially from those anticipated in these forward-looking statements.

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*Closing subject to regulatory and/or shareholder approvals