1582956 Alberta Ltd. Announces It Will Not Raise Offer for Sun Gro Horticulture Inc.

TORONTO, Feb. 25 /PRNewswire/ - 1582956  Alberta Ltd. ("158") announced today that it will not increase its offer of Cdn $6.60 per share (the "Offer") for all of the issued and outstanding shares of Sun Gro Horticulture Inc. ("Sun Gro").

The Offer is the culmination of a lengthy value maximization process undertaken by Sun Gro's board of directors and has been unanimously recommended by Sun Gro's board of directors.  It represents a 56% premium over the volume-weighted average trading price of $4.23 per unit over the 20 trading days on the Toronto Stock Exchange immediately prior to September 7, 2010, the date that Sun Gro's predecessor, Sun Gro Horticulture Income Fund, announced its intention to explore strategic alternatives aimed at enhancing value for unitholders of the Fund, and a 28% premium over the volume-weighted average trading price of $5.15 per unit or share, as applicable, over the 20 trading days on the Toronto Stock Exchange ending on January 14, 2011, the last trading day prior to the announcement of the Offer. 

The Offer expires at 5:00 p.m. (Toronto time) on March 3, 2011 unless extended or withdrawn, and is conditional, among other things, on there being deposited under the Offer and not withdrawn such number of shares which constitutes, together with the shares owned by 158, its affiliates and joint actors, at least 66 2/3% of the outstanding shares of Sun Gro. Under the Support Agreement with Sun Gro, 158 may waive that condition and take up and pay for shares tendered to the Offer if the number of shares validly deposited under the Offer and not withdrawn at the expiry time of the Offer, together with the number of shares owned by 158, its affiliates and joint actors, constitutes at least 50.01% of the outstanding shares of Sun Gro. In that circumstance, 158 will extend the expiry time of the Offer by 10 days to allow the holders of shares not already acquired by 158 to tender such shares to the Offer. Joint actors of 158 hold 4,359,100 shares of Sun Gro representing approximately 19.56% of the issued and outstanding shares of Sun Gro, all of which shares will be tendered to the Offer.

Shareholders should contact the information agent at the address and telephone number set forth below or a broker or dealer for assistance in accepting the Offer and in depositing shares with the depositary for the Offer.

Forward-Looking Statements

Certain statements contained in this news release are forward-looking statements and information within the meaning of applicable Canadian securities legislation (collectively "forward-looking statements") and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on 158's current expectations and projections about future events. The terms "will", "expect", "anticipate", "may", "should", "intend", "believe", "plan", and similar terms and phrases are intended to identify these forward-looking statements. By their very nature, forward-looking statements involve numerous assumptions, known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. Such statements reflect 158's current views with respect to future events and are subject to certain assumptions, risks, uncertainties and other factors, including, without limitation: 158's ability to complete the Offer in the time period contemplated, if at all, which is dependent upon the parties' ability to comply with the closing conditions to the transaction, some of which are beyond the control of Sun Gro and 158; the possibility that competing offers or other transactions may emerge; general economic conditions in Canada, the United States and globally; the state of the capital markets; foreign currency and exchange risk; performance of the market sectors that Sun Gro serves; and other risks detailed from time to time in Sun Gro's filings with Canadian provincial securities regulators. Such forward-looking statements should therefore be construed in light of such factors. Readers are cautioned not to put undue reliance on forward-looking statements. 158 expressly disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws. Any forward-looking statements should not be relied upon as representing 158's views as of any date subsequent to the date of this news release.

SOURCE 1582956 Alberta Ltd.