TSX: CKI; CKI.DB; CKI.DB.A
HALIFAX, Jan. 16 /CNW/ - Clarke Inc. ("Clarke") announces that it has
acquired GVP Holdings Inc.'s interest in Art in Motion Income Fund ("AIM", or
the "Fund") pursuant to the terms of the agreement announced by Clarke on
December 20, 2007. GVP Holdings Inc. is owned jointly by Garry and Vicki
Peters, the founders of the AIM business. Garry and Vicki Peters will continue
to be involved with AIM following the transfer, and have agreed to act as
advisors to AIM for a minimum term of one year.
The interest acquired by Clarke includes (i) 627,600 units of AIM; (ii)
535,338 class B limited partnership units of Art in Motion Limited Partnership
("AIM LP"); and (iii) 2,141,352 class C limited partnership units of AIM LP.
The Fund indirectly holds all of the Class A limited partner units of AIM LP,
representing 75% of the outstanding limited partner units of AIM LP. The
535,338 Class B LP Units and 2,141,352 Class C LP Units referred to above
represent the remaining 25% of the outstanding limited partnership units of
AIM LP. The AIM units and the Class B LP Units were acquired at a price of
$1.15 per unit, and the remaining interest was acquired for nominal
consideration. The Class B LP Units are exchangeable for units of the Fund at
any time in accordance with the terms and conditions of an exchange agreement
dated August 3, 2004. The Class C LP Units are only exchangeable for units of
the Fund upon the Fund reaching certain targets for earnings before interest,
taxes, depreciation and amortization and distributions, and in accordance with
the terms and conditions of the exchange agreement.
Clarke now 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.
Michael Andlauer, a director of Clarke, holds 51,600 AIM units,
representing approximately 0.64% of the total outstanding units of AIM, and
approximately 0.48% of the voting rights attached to all issued and
outstanding securities of AIM. Taken together, the AIM units held by Clarke
and Mr. Andlauer total 3,813,205 units, representing approximately 47.49% of
the outstanding units of the Fund and, on a combined basis, approximately
60.61% of the voting rights attached to all issued and outstanding securities
of the Fund.
The acquisition was made for investment purposes pursuant to an exemption
from the takeover bid requirements under applicable securities laws and the
purchase of the units of the Fund was settled through the facilities of the
Toronto Stock Exchange. Clarke may, from time to time, acquire additional
units of the Fund, dispose of some or all of the existing or additional units
of the Fund, or continue to hold the units of the Fund in the normal course of
Clarke's investment activities.
The issuance of this news release does not constitute an admission by
Clarke that it is acting jointly or in concert with Mr. Andlauer with respect
of the units of AIM.
Clarke is a Halifax-based activist and catalyst investment company with a
diversified portfolio of strategic and opportunistic investments, including
several wholly-owned subsidiaries operating in the transportation services
industry. From time to time, Clarke also participates in joint ventures when
they offer the opportunity to create shareholder value. Led by George Armoyan
and an entrepreneurial team of professionals focused on uncovering and
creating value, Clarke invests in undervalued businesses and participates
actively where necessary to enhance performance and increase returns. 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
Clarke's investment activity is influenced by timing and market
conditions, its ability to uncover hidden value and a variety of risks,
including market, investment and economic risks, and therefore there can be no
assurance that investment activities will result in continuing investment
Certain statements in this news release may contain forward-looking
statements about future operations, financial results, objectives and
strategies of the Company. 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 the Clarke'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 the
Clarke's forward-looking statements.
For further information:
For further information: Rob Normandeau, Chief Operating Officer, Clarke
Inc., (902) 442-3000, Fax: (902) 442-0187