Najafi Companies signed an asset purchase agreement to acquire the North American and European assets of Cinram International Income Fund (TSX:CRW.UN) in for CAD 82.5 million in cash on June 22, 2012. Cinram International will sell the North American assets and European business assets for a combined consideration of CAD 82.5 million. The assets used in Cinram's telecommunications products logistics services and certain real estate assets are excluded in the transaction. The transaction will be implemented through a court-supervised process. The hearing for the approval of the sale transaction and a vesting order of the purchased assets will be scheduled before the Ontario Superior Court of Justice. Cinram has applied for and obtained an order from the Ontario Superior Court of Justice (Commercial List) to commence proceedings under the Companies' Creditors Arrangement Act. The new organization will continue to be known and conduct business as Cinram. Najafi would be entitled to a CAD 2.25 million breakup fee in case the transaction terminates. The sale transaction is subject to customary conditions, including receipt of approval under the Investment Canada Act and completion of other regulatory processes, and receipt of any other requisite approvals, in North America and Europe. The transaction is expected to close by early August, 2012, although the transfer of portions of the business may occur later in the year. On July 12, 2012 the Ontario Court of Justice approved the sale of substantially all of Cinram's assets and businesses in the United States, Canada, the United Kingdom, France and Germany to newly formed subsidiaries of Najafi Companies. The transaction is subject to recognition and approval before the Court in the United States on July 25, 2012. As of July 25, 2012, the deal was given approval by United States court. The proceeds of the sale transaction, and proceeds generated from the excluded assets, will be used to repay Cinram's senior creditors and will not be available for distribution to unit holders. As of October 23, 2012, the transaction is expected to get completed by December 23, 2012. Cinram International would retain ownership of certain assets, including the assets used in the Fund's telecommunications products logistics services and certain real estate assets. Moelis & Company acted as financial advisor to Cinram. Neill May, Michelle Vigod, Ryan Szainwald, Lyndsay Hatlelid, Rob Chadwick, Melaney Wagner, Caroline Descours, Derek Bulas, Carrie Smit, Joel Schachter, Amalia Berg Trister and Ken Herlin of Goodmans LLP and Pauline K. Morgan and Kenneth J. Enos of Young Conaway Stargatt & Taylor LLP acted as the legal advisors to Cinram in the acquisition. Anne Robertson of The Lavidge Company acted as public relations advisor for Najafi Companies. Douglas P. Bartner, Jill K. Frizzley, Robert Britton, Richard Facundo and Leticia M. Olivera of Shearman & Sterling LLP acted as legal advisors for Cinram International. Karen McConnell and Kurt Donnell of Ballard Spahr LLP and Jay Swartz, Richard Elliott, Gabriella Lombardi, Paul Lamarre and Dino Massimi of Davies Ward Phillips & Vineberg LP acted as legal advisors for Najafi. E. Raman Bet-Mansour of Debevoise & Plimpton LLP acted as legal advisor for Najafi. Milly Chow, Steven Weisz, Katherine McEachern, Michael Harquail, George Yannopoulos, Silvana D'Alimonte and Larry Winton of Blake, Cassels & Graydon LLP and Richard Mason, Joshua Feltman, Lauren Cooper and Corinne Musa of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors and Zolfo Cooper, LLC acted financial advisor for JP Morgan Chase N.A., the administrative agent.