TSX: AIM.UN; CKI; CKI.DB; CKI.DB.A
VANCOUVER, Aug. 18 /CNW/ - Clarke Inc. (TSX: CKI; CKI.DB; CKI.DB.A)
("Clarke") and Art In Motion Income Fund (TSX: AIM.UN) ("AIM" or the "Fund")
announced today that Clarke has mailed to unitholders of the Fund a take-over
bid circular dated August 14, 2008, and related documents, in connection with
its previously announced offer for all of the issued and outstanding units of
the Fund (excluding the units currently held by Clarke) at a purchase price of
C$0.75 per unit in cash (the "Offer").
Included in the package mailed to unitholders was the trustees' circular
prepared by the Fund's Board of Trustees, in which the independent members of
the Board of Trustees unanimously recommend that the Fund's unitholders accept
the Offer and tender their units.
The offer price represents a premium of approximately 36% to the closing
price of the Fund units of $0.55 on the TSX on June 10, 2008, the last trading
day prior to the announcement of Clarke's intention to make an offer for units
of the Fund, and a 15% increase to Clarke's previously announced offer of
C$0.65. BDO Dunwoody Valuation Inc. has provided a valuation range to the
Board of Trustees, and the Offer is within that range.
Clarke currently holds 3,761,605 units of the Fund, representing
approximately 46.84% of the total outstanding units of the Fund. Clarke also
holds all of the Class B limited partnership units and Class C limited
partnership units of Art In Motion Limited Partnership which, when added to
the units of the Fund held by Clarke, represents approximately 60.13% of the
voting rights attached to all issued and outstanding securities of the Fund.
The Offer is subject to certain conditions that are required to be
satisfied prior to take-up and payment by Clarke, including, but not limited
to, a requirement that at least 66 2/3% of the total number of Fund units,
including the units held by Clarke, and a majority of the units not currently
held by Clarke be tendered to the Offer. The Offer is scheduled to expire at
5:00 p.m. (Toronto time) on September 23, 2008, unless the Offer is extended
or withdrawn by Clarke.
Unitholders may obtain a copy of the take-over bid circular, letter of
acceptance and transmittal, trustees' circular and other materials on SEDAR at
www.sedar.com or on request from the Fund.
About the Fund
The Fund is an unincorporated, open-ended limited purpose trust
established under the laws of British Columbia to hold, indirectly, the
securities of Art In Motion Limited Partnership ("Art In Motion"). Art In
Motion is a leading global publisher, framer and licensor of images and
fine-art reproductions. Art In Motion designs, manufactures and markets
fine-art reproductions based on proprietary artwork.
Halifax-based Clarke Inc., led by an entrepreneurial team of investment
professionals, is an activist and catalyst investment company that creates
shareholder value by identifying businesses with the potential for improved
performance, and working actively to uncover the value.
Clarke's securities trade on the Toronto Stock Exchange (CKI, CKI.DB,
CKI.DB.A); for more information about Clarke Inc., please visit our website at
Certain passages in this news release may contain forward-looking
statements about future operations, financial results, objectives and
strategies of Clarke or the Fund. Forward-looking statements are typically
identified by the words "believe", "expect", "anticipate", "intend",
"estimate", and similar expressions. These statements are necessarily based on
estimates and assumptions that are inherently subject to risks and
uncertainties, many of which are beyond Clarke's or the Fund's control.
Actual results may differ materially from expected results if known or
unknown risks affect the business, or if estimates or assumptions used in the
preparation of the consolidated financial statements and information and
analysis in this news release turn out to be inaccurate. As a result, there
can be no guarantee that any forward-looking statement will materialize.
Management of each of Clarke and the Fund disclaim any intention, and
assume no obligation, to update any forward-looking statement, even if new
information becomes available, as a result of future events or for any other
reason. Readers are urged to consider these and other such factors carefully,
and not place undue emphasis on Clarke's or the Fund's forward-looking
Further information can be found in the disclosure documents filed by
Clarke and the Fund with the securities regulatory authorities, available at
For further information:
For further information: Art In Motion Income Fund - Investor
information: Allan Achtemichuk, Chief Executive Officer, 1-877-AIM-3233
(1-877-246-3233), www.aimincomefund.com; Melinda Lee, Vice President
Investments, Clarke Inc., (902) 442-3420, Fax: (902) 423-4001