- Company will present resolution to shareholders at class meetings on
February 7, 2008
- Reduction will 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, Dec. 14 /CNW/ - The Caldwell Partners International Inc. (TSX:
CWL.A), Canada's first and only truly national human capital services firm,
today announced that it will present a resolution to special class meetings of
holders of its Class A Non-Voting shares and Class B shares. The resolution,
if approved by each class, will result in a 90 percent reduction of the Stated
Capital of the Class A and Class B shares, adding those amounts to Contributed
The class meetings will be held in conjunction with the company's Annual
Meeting in Toronto on February 7, 2008. For the purposes of the Class A Shares
meeting, holders of those shares on January 8, 2008 will be entitled to vote
on the special resolution to be put before the meeting.
The Caldwell Partners currently 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,
"As we have previously stated, consistent with the growth strategy that
we have been implementing for The Caldwell Partners, we have been investing in
the addition and development of new partners and other professional staff,"
said C. Douglas Caldwell, Chief Executive Officer. "We expect that our
operating results for the fiscal first quarter ended November 30, 2007 will be
in line with our internal expectations. Nevertheless, as anticipated, our
investment in building and developing our organization is placing pressure on
operating income and we expect this pressure will continue through at least
fiscal 2008 and fiscal 2009.
"For the past 16 quarters, the company has effectively been paying out a
dividend of $0.02 per share to all shareholders. While the investments being
made in professionals are adding to costs in the short term, the Board expects
that this will result in greater profitability for the company in the long
"As a result of the Board's desire to maintain the current dividend level
even if operating earnings are not sufficient to cover these payments, the
Directors have determined that a reduction of the company's Stated Capital and
the addition of this amount to Contributed Surplus is in the best interest of
all of the shareholders," he continued.
"While the company has substantial cash reserves at its disposal, it
currently is prevented from distributing these amounts to shareholders due to
statutory restrictions on payments from capital. If approved, the reduction
will provide the Directors with the flexibility to determine in future periods
how the company's capital best can be deployed, including supporting the
current dividend level of $0.02 per share, and other possible options should
the Board determine that the company has funds that are surplus to its
requirements to carryout the Strategic Plan.
"The Board has continued to examine what funds the company may require to
carryout its Strategic Plan. The directors believe that execution of the
growth strategy in its Strategic Plan is important to the long-term
profitability of the company. Accordingly, the Board continues to review
proposals for growing our business in ways that will enable the company to
lever its major assets, including The Caldwell Partners brand name and
reputation, its knowledge base, and the abilities of its partners. These
proposals include possible acquisitions that are actively being considered.
The Caldwell Partners intends only to pursue an acquisition where the Board is
satisfied that it is expected to be accretive to creating value for
shareholders," Mr. Caldwell said.
Consistent with its goal to pursue means of creating additional value for
the company's shareholders, The Caldwell Partners currently is carrying out
repurchases of its Class A Shares under a normal course issuer bid approved by
the Toronto Stock Exchange on November 14, 2007. Under the bid, the company
may purchase up to 658,439 of its Class A Shares, representing approximately
five percent of the Class outstanding as at October 31, 2007.
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 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.
For further information:
For further information: Richard W. Wertheim, Wertheim + Company Inc.,
firstname.lastname@example.org, (416) 594-1600, (416) 518-8479 (cell)