The Caldwell Partners' Class A Shareholders Reject Proposal to Reduce Stated Capital



    
    -   Reduction intended to enable company to maintain current quarterly
        dividend and provide Directors with flexibility on how capital can be
        deployed in the best interests of the company and its shareholders
    

    TORONTO, Feb. 7 /CNW/ - The Caldwell Partners International Inc.
(TSX: CWL.A), Canada's first and only truly national human capital services
firm, today announced that holders of its Class A Non-Voting shares have
rejected a resolution to reduce the Stated Capital of the Class A and Class B
shares by 90 percent, adding those amounts to Contributed Surplus. Class B
shareholders had approved the resolution earlier today.
    The class meetings were held today in conjunction with the company's
Annual Meeting in Toronto. The Caldwell Partners has aggregate Stated Capital
of its Class A and Class B shares of approximately $19 million. Under the
company's Strategic Plan, as reviewed, modified, and approved periodically by
the Board of Directors, cash reserves and marketable securities of
approximately $19.5 million have been retained to permit the company to
acquire companies, assets, operations, and people complementary to the core
business of The Caldwell Partners, and to fund the costs of adding additional
professionals, including partners.
    "The rejection of this resolution by the Class A shareholders is frankly
very surprising and disappointing," said C. Douglas Caldwell, Chief Executive
Officer. "If approved, the reduction in Stated Capital would have provided the
Directors with full flexibility to examine our strategic plan and what funds
may be needed for it. They could then determine the appropriate levels of
future dividends and consider possibly larger payouts, as well as possible
further share buyback bids, as they continue to review how our funds can best
be deployed to create additional value for all of our shareholders.
    "Under corporate law, dividends may not be paid from Share Capital unless
shareholders approve. It is necessary to transfer the amount of Stated
Capital, to Contributed Surplus for us to be able to use these funds to pay
dividends," he said.

    About The Caldwell Partners
    ---------------------------
    The Caldwell Partners International Inc., founded in 1970, was Canada's
first executive search firm. Today it is the largest and only truly national
human capital services company, serving clients across Canada from its offices
in Halifax, Montreal, Ottawa, Toronto, Calgary, and Vancouver, as well as
internationally. The Caldwell Partners focuses, in particular, on recruiting
"C-class" executives (chief executive, chief financial, chief information
officers, as well as other senior executives). The Caldwell Partners takes
pride in delivering unmatched depth of service and expertise to its clients,
the calibre and experience of its staff, and the successful completion of its
engagements. The Caldwell Partners founded and continues to promote the
prestigious national awards programs recognizing Canada's Outstanding CEO of
the Year(TM) and Canada's Top 40 Under 40(TM), and advises and supports the
Canada's CFO of the Year Award(TM) program. In 2007, the Canada's Outstanding
CEO of the Year(TM) and Canada's Top 40 Under 40(TM) programs marked their
respective 19th and 14th anniversaries.
    The Caldwell Partners' Class-A non-voting shares are listed on The
Toronto Stock Exchange (TSX: CWL.A). Please visit our website at
www.caldwell.ca for further information.

    Forward-Looking Statements

    Forward-looking statements in this document are based on current
expectations that are subject to significant risks and uncertainties. Actual
results might differ materially due to various factors such as the competitive
nature of the executive search industry, the ability of the company to execute
its growth strategies, the performance of the Canadian domestic and
international economies, and the company's ability to retain key personnel.
The Caldwell Partners assumes no obligation to update the forward-looking
statements, or to update the reasons why actual results could differ from
those reflected in the forward-looking statements.

    %SEDAR: 00003230E




For further information:

For further information: Richard W. Wertheim, Wertheim + Company Inc.,
wertheim@wertheim.ca, (416) 594-1600, (416) 518-8479 (cell)


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