HALIFAX, June 4 /CNW/ - Clarke Inc. (the "Corporation", TSX-CKI,
TSX-CKI.DB, TSX-CKI.DB.A) announced a substantial issuer bid (the "Offer")
today pursuant to which the Corporation will offer to purchase for
cancellation up to 6,500,000 of its outstanding common shares ("Common
Shares") from shareholders ("Shareholders") at a price of $6.75 per Common
Share. If more than 6,500,000 Common Shares are tendered to the Offer, the
Corporation will purchase the Common Shares on a pro rata basis according to
the number of Common Shares deposited, or deemed to be deposited under the
terms of the Offer, by the depositing Shareholders with fractions rounded down
to the nearest whole Common Share. The Offer is not conditional on any minimum
number of Common Shares being deposited. The purchase of Common Shares will be
financed from existing cash.
As of June 3, 2008, there were 28,146,038 Common Shares outstanding and,
accordingly, the Offer is for up to approximately 23% of the outstanding
Common Shares. The Offer is subject to various conditions typical of
transactions of this nature, including obtaining regulatory exemption rulings.
It is anticipated that the offer to purchase and issuer bid circular and other
related documents (the "Offer Documents"), containing the terms of the Offer
and the instructions for tendering Common Shares will be mailed to
Shareholders and filed with applicable securities regulators on or about
June 6, 2008. The Offer will remain open for acceptance for at least 35 days
after the date of commencement, unless withdrawn or extended by the
The directors of the Corporation believe that the purchase of Common
Shares under the Offer represents an effective use of the Corporation's
financial resources and is in the best interests of its Shareholders as the
recent trading price range of the Common Shares is not fully reflective of the
value of the Corporation's business and future prospects. The repurchase of
Common Shares is not expected to preclude the Corporation from pursuing its
foreseeable business opportunities or the future growth of its business.
In accordance with applicable Canadian securities laws, Clarke will
suspend purchases of its Common Shares pursuant to its normal course issuer
bid ("NCIB") announced on July 26, 2007 until after the expiration date or
date of termination of the Offer. As of June 3, 2008, Clarke has purchased an
aggregate of 976,150 Common Shares pursuant to such NCIB.
In addition, Clarke will suspend purchases of its 6.0% convertible
unsecured subordinated debentures due December 31, 2012 (the "2012
Debentures") (pursuant to its NCIB announced on December 10, 2007) and its
6.0% convertible unsecured subordinated debentures due December 31, 2013 (the
"2013 Debentures") (pursuant to its NCIB announced on March 12, 2008 until the
expiry or termination of the Offer. As of June 3, 2008, Clarke has purchased
an aggregate principal amount of $0.98 million of the 2012 Debentures and an
aggregate principal amount of $0.16 million of the 2013 Debentures.
Neither the Corporation nor its Board of Directors makes any
recommendation to Shareholders as to whether to tender or refrain from
tendering their Common Shares to the Offer. Shareholders are strongly
encouraged to review the Offer Documents carefully and to consult with their
financial and tax advisors prior to making any decision with respect to the
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. For more information
about Clarke, please visit our website at www.clarkeinc.com.
Certain passages 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 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
Clarke's forward-looking statements.
Further information can be found in the disclosure documents filed by the
Corporation with the securities regulatory authorities, available at
www.sedar.com or through the Corporation's website at www.clarkeinc.com.
For further information:
For further information: Melinda Lee, VP, Investments, Clarke Inc.,
(902) 442-3420, Fax: (902) 423-4001, Mlee@clarkeinc.com