TSX: CKI, CKI.DB; CKI.DB.A
HALIFAX, Oct. 15 /CNW/ - Clarke Inc. ("Clarke" or the "Corporation", TSX-CKI, TSX-CKI.DB, TSX-CKI.DB.A) announced today that it has been advised by Geosam Investments Limited ("Geosam") that Geosam has tendered an aggregate of approximately $3,098,000 in principal amount, representing its entire position of Series 2 6.0% convertible unsecured subordinated debentures due December 31, 2013 (the "Debentures") to Clarke's substantial issuer bid (the "Offer"), which was previously announced on September 16, 2009. George Armoyan, Clarke's Executive Chairman, serves as President of Geosam.
Pursuant to the Offer, which is scheduled to expire on Monday, October 26, 2009, the Corporation is offering to purchase for cancellation up to $25,000,000 aggregate principal amount of the issued and outstanding Debentures of the Corporation from debentureholders (the "Debentureholders") issued under and pursuant to the provisions of a trust indenture dated December 22, 2005 between the Corporation and Computershare Trust Company of Canada (the "Debenture Trustee"), as trustee, and a supplemental trust indenture thereto between the Corporation and the Debenture Trustee dated November 28, 2006 (the "Trust Indenture") at the purchase price of $750 per $1,000 principal amount of Debenture (the "Purchase Price"). In addition, Debentureholders who tender their Debentures to the Offer will receive a payment in respect of all accrued and unpaid interest outstanding on such Debentures as of the date they are taken up by the Corporation pursuant to the Offer.
Alexandra Global Master Fund Ltd. has agreed, pursuant to a lock-up agreement with the Corporation dated September 2, 2009, to tender an aggregate of approximately $6,000,000 principal amount of Debentures to the Offer.
Geosam has advised Clarke that, if the principal amount of all Debentures properly deposited prior to the Expiry Time (and not withdrawn) is greater than $25,000,000 (or such larger principal amount as Clarke may determine it is willing to take-up and pay for), Geosam may withdraw a portion of the principal amount of Debentures tendered to avoid the necessity of pro-ration by Clarke.
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 were mailed to Debentureholders and filed with applicable securities regulators on September 18, 2009. The Offer will remain open for acceptance for at least 35 days after the date of commencement, unless withdrawn or extended by the Corporation.
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.
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 www.clarkeinc.com.
Note on 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.
SOURCE Clarke Inc.
For further information: For further information: Melinda Lee, Vice President Investments, Clarke Inc., (902) 442-3000, Fax: (902) 423-4001