TSX: AIM.UN; CKI; CKI.DB; CKI.DB.A
VANCOUVER, July 30 /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 they have entered into a support agreement (the
"Agreement") in connection with the proposed acquisition by Clarke of all of
the units of the Fund. Under the terms of the Agreement, Clarke will offer to
acquire, by way of a take-over bid, 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").
On the recommendation of a special committee, the independent members of
the Board of Trustees of the Fund have unanimously resolved to recommend that
unitholders accept the Offer, which represents a premium of approximately 36%
to the closing price of the Fund units of C$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 to purchase and take-over
bid circular and other related documents (the "Offer Documents"), containing
the terms of the Offer and the instructions for tendering Units, will be
mailed to unitholders and filed with applicable securities regulators as soon
as practicable. The Offer will remain open for acceptance for at least 35 days
after the date of commencement, unless withdrawn or extended by Clarke.
Under the Agreement, AIM is permitted to solicit alternative acquisition
proposals, and AIM may terminate the Agreement under certain circumstances,
including if the Board of Trustees determines in good faith that it has
received a Superior Proposal (as defined in the Agreement). Clarke will have
the right to match any Superior Proposal within five business days of it being
made. In addition, Clarke has the right to terminate the Agreement prior to
taking-up any units of the Fund in certain circumstances. The Agreement also
provides that in the event of a material breach of the Agreement, the
breaching party will reimburse the other party for actual out of pocket
expenses, up to $250,000.
A full description of AIM's special committee's process, the formal
valuation and the Agreement will be included in the trustees' circular to be
sent by the Fund to its unitholders in connection with the Offer.
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 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 disclaims any intention, and assumes 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 statements.
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