JC Clark Ltd. agrees to support transaction that will result in a sale of shares of Arbor Memorial Services Inc.
TORONTO, Sept. 18, 2012 /CNW/ - JC Clark Ltd. ("JCC"), has agreed in a Voting and Support Agreement to vote in favour of the previously announced, proposed plan of arrangement (the "Arrangement") of Arbor Memorial Services Inc. ("Arbor") pursuant to which JCC will sell 520,299 Class A Voting Shares ("Class A Shares") and 489,534 Class B Non-Voting Shares ("Class B Shares") (collectively, the "Shares") to 2341599 Ontario Limited (the "Purchaser") in exchange for 133,697 Class B Common Shares, 190,363 Preferred Shares of the Purchaser and $21.9 million in cash. The Purchaser has agreed to acquire all of the outstanding Class A Shares and Class B Shares of Arbor pursuant to the Arrangement.
The transaction is subject to customary conditions, including shareholder, regulatory and court approvals (and in the case of shareholder approval, the approval of the majority of the minority for each class), finalization of transaction and financing documentation, as well as the absence of a material adverse change in the business of Arbor prior to closing.
JCC is ceasing to file reports under Part 4 of National Instrument 62-103 because it is acquiring shares in the Purchaser.
The Purchaser will be owned by Scanfield Holdings Limited, Fairfax Financial Holdings Limited and JC Clark Ltd. Details are available in Arbor's press release announcing the Arrangement dated September 11, 2012, and at www.sedar.com.
SOURCE: JC CLARK LTD.For further information:
Colin Stewart, CEO
JC Clark Ltd.
130 Adelaide St West, Suite 3400
Toronto, Ontario M5H 3P5
Telephone: (416) 361-1279