Clarke Inc. announces substantial issuer bid for its debentures due 2013
If more than
As of
Alexandra Global Master Fund Ltd. ("Alexandra") has agreed, pursuant to a lock-up agreement with the Corporation dated
The Offer is subject to various conditions typical of transactions of this nature. 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 the Debentures will be mailed to Debentureholders and filed with applicable securities regulators on or about
National Bank Financial Inc. ("NBF") was engaged by the Board of Directors of Clarke to prepare a valuation report with respect to the Debentures (the "Valuation"), as prescribed under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. A copy of the Valuation of NBF will be attached to the Offer Documents.
The Valuation contains NBF's opinion that, based on the scope of its review and subject to the assumptions, restrictions and limitations provided therein, the fair market value of the Debentures, as of
The directors of the Corporation believe that the purchase of the Debentures under the Offer represents an effective use of the Corporation's financial resources and is in the best interests of the Corporation. The Offer is not expected to preclude the Corporation from pursuing its foreseeable business opportunities.
In accordance with applicable Canadian securities laws, the Corporation will suspend purchases of the Debentures pursuant to its normal course issuer bid announced on
In addition, the Corporation will suspend purchases of its common shares ("Common Shares") pursuant to its normal course issuer bid announced on
Neither the Corporation nor its Board of Directors makes any recommendation to Debentureholders as to whether to tender or refrain from tendering their Debentures to the Offer. Debentureholders 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 Offer.
About Clarke
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
Forward-Looking Statements
This press release may contain or refer to certain forward-looking statements relating, but not limited to, Clarke's expectations, intentions, plans and beliefs with respect to Clarke. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "does not expect", "is expected", "budget", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or equivalents or variations, including negative variations, of such words and phrases, or state that certain actions, events or results, "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved.
Forward-looking statements rely on certain underlying assumptions that, if not realized, can result in such forward-looking statements not being achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of Clarke to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. Although Clarke has attempted to identify important factors that could cause actual actions, events or results or cause actions, events or results not to be estimated or intended, there can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Other than as required by applicable Canadian securities laws, Clarke does not update or revise any such forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events. Accordingly, readers should not place undue reliance on forward-looking statements.
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For further information: For further information: Melinda Lee, VP, Investments, Clarke Inc., (902) 442-3420, Fax: (902) 423-4001
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