Highwood Distillers Ltd. yesterday announced that it has received a proposal from Atlas Concrete Inc. to privatize Highwood. Atlas and its shareholders exercise control or direction over 17,690,500 Highwood shares, representing approximately 70.1% of the outstanding shares of Highwood. Under the proposed transaction, all shareholders of Highwood, other than Atlas and its shareholders, would receive $0.20 cash for each of their Highwood shares.

The Board of Directors of Highwood has established a committee comprised of independent directors of Highwood to consider the proposed transaction and to protect the interests of the minority shareholders. The members of the committee are W. R. Miller, M. L. Moore and W. H. Yuill. The committee will retain a valuator to provide an independent valuation of Highwood.

Atlas has proposed that the transaction proceed by way of an amalgamation under the Business Corporations Act (Alberta) which would require approval of the shareholders of Highwood. If Atlas proceeds with the proposed transaction, a special meeting of the shareholders of Highwood will be called to obtain the required shareholder approval.

Atlas and its shareholders intend to proceed with the transaction only if it is supported by the other principal shareholders of Highwood. The transaction will also be subject to Atlas making financing arrangements satisfactory to it, the negotiation and execution of definitive agreements and the receipt of any required regulatory approvals.

Highwood, with its distillery in High River, is Canada's independent distillery owned by Canadians. Highwood distills, ages, blends and distributes a broad range of quality spirits primarily in western Canada.