HALIFAX, March 13 /CNW/ - Clarke Inc. ("Clarke") has requested that
Groupe Bikini Village Inc. ("Bikini") call a special meeting of its
shareholders (the "Meeting"); this Meeting is scheduled to take place on
May 10, 2007. Based on publicly available information, Clarke believes that it
is the largest beneficial shareholder of Bikini, holding 19,970,420 shares,
representing approximately 11.57% of the total issued and outstanding shares.
"Our track record shows that we have been effective in creating
shareholder value, not only for Clarke's shareholders, but for all
shareholders in companies in which Clarke invests," said George Armoyan,
President and CEO of Clarke Inc. "As a significant shareholder of Bikini,
Clarke's interests are aligned with those of Bikini's other shareholders."
Clarke is an activist investor that seeks to take a direct role in
working with senior management and boards, acting as a catalyst for change,
with the goal of creating shareholder value. Clarke's experience and resources
have proven valuable in identifying and resolving issues and challenges facing
a wide range of businesses, as well as capitalizing on opportunities for
accretive value and growth.
Earlier this year, Clarke indicated to senior management and the
directors of Bikini its interest in participating in the direction of Bikini.
Representatives of Bikini did not demonstrate a willingness to accept the
assistance offered by Clarke. Accordingly, Clarke has determined that it is
appropriate to provide Bikini shareholders with the opportunity to decide
whether it is desirable to make certain changes to the current membership of
the Board of Directors of Bikini ("the Board"), by appointing independent
persons recommended by a significant shareholder. Clarke is currently
reviewing what additional matters, if any, should be addressed at the Meeting.
Any proposals by Clarke for further change may be described in a proxy
circular issued by Clarke in accordance with applicable legal and regulatory
For the benefit of all shareholders, Clarke would like to clarify certain
facts relating to its requisition of the Meeting.
- On December 7, 2006, Clarke announced that it had acquired greater than
10% of the total outstanding shares of Bikini.
- Beginning on January 15, 2007, Clarke made several unsuccessful
attempts to meet with representatives of Bikini.
- On February 15, 2007, Clarke requested representation on the Board in
order to bring its proven experience in creating shareholder value for
the benefit of Bikini's shareholders.
- On February 19, 2007, Clarke delivered a requisition for a special
meeting of Bikini shareholders to consider the appointment of two
Clarke representatives to the Board, but made it clear that it would
withdraw the requisition if Clarke's nominees were appointed to the
- On March 1, 2007, the Board added two new members, Mr. Joe Marsilii and
Mr. Yves Simard (a non-independent member), increasing the size of the
Board. Neither of the new Board members is affiliated with Clarke, or
to the knowledge of Clarke, any other significant Bikini shareholder.
- On March 7, 2007, Clarke was advised by counsel to Bikini that, as a
result of the addition of two members to the Board, it was not possible
to appoint Clarke representatives to the Board.
Clarke believes that independent shareholder representation on the Board
is important and notes that the Meeting could have been avoided had Bikini
appointed the two independent directors nominated by Clarke, a significant
shareholder of Bikini.
Clarke believes that the issues to be addressed at the Meeting are
fundamental to the future direction of Bikini, and is of the view that it
would be inappropriate for the Board to make any decisions that could
materially affect the company, including any decisions related to financings,
transactions, or investment events, until such time as the Meeting takes
place, and the voice of shareholders is heard.
Clarke Inc. is the Halifax-based parent company of a number of
wholly-owned operating companies and divisions, and is an activist catalyst
investor with a diversified portfolio of strategic and opportunistic
investments. Clarke's operating companies are in the transportation services
business. 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. In 2006
alone, Clarke delivered a shareholder return on investment, including
dividends, of 33%. Clarke's securities trade on the Toronto Stock Exchange
(CKI, CKI.DB, CKI.DB.A); for more information about Clarke, please visit our
website at www.clarkeinc.com.
For further information:
For further information: Melinda Lee, Vice President Investments, Clarke
Inc., (902) 442-3420, Fax: (902) 423-4001