MISSISSAUGA, ON, May 29 /CNW/ - Tri-White Corporation (TSX:TWH)
("Tri-White") and ClubLink Corporation (TSX:LNK) ("ClubLink") announced today
that the parties have entered into an amalgamation agreement, pursuant to
which Tri-White would acquire all of the outstanding common shares of ClubLink
("ClubLink Shares") that it does not currently own by way of a statutory
amalgamation of ClubLink and a newly formed wholly-owned subsidiary of
Tri-White. If approved, under the amalgamation shareholders of ClubLink will
receive 1.1 shares of Tri-White ("TW Shares") for each ClubLink Share.
Tri-White currently holds 12,013,169 ClubLink Shares, representing
approximately 72.6% of all the issued and outstanding ClubLink Shares.
The Board of Directors of Tri-White has resolved, effective upon the
successful completion of the amalgamation, to increase the quarterly dividend,
for dividends declared after the amalgamation, to $0.075 per common share of
ClubLink's Special Committee of independent directors has unanimously
determined that the amalgamation is in the best interests of ClubLink and is
fair to its shareholders. The Board of Directors of ClubLink, on the
recommendation of the Special Committee, has, with Messrs. Sahi and Turple
abstaining, unanimously determined that the amalgamation is in the best
interests of ClubLink and is fair to its shareholders. Accordingly, ClubLink's
Board of Directors has approved the amalgamation and recommends that
shareholders vote in favour of the amalgamation resolution.
In making its recommendation, the Special Committee considered, among
other things, the opinion of its independent valuator, The Commercial Capital
Securities Inc. ("CCC"). As part of the process and in accordance with
applicable regulatory requirements, CCC has delivered a formal valuation to
the Special Committee that determined the fair market value of the ClubLink
Shares, as at May 29, 2009, to be in the range of $6.69 to $9.73 per share and
the fair market value of the Tri-White Shares to be received by ClubLink
shareholders, pursuant to the amalgamation, to be in the range of $7.08 to
$8.74. CCC has also provided its opinion that, as at May 29, 2009, the
consideration to be paid to ClubLink shareholders, other than Tri-White and
its affiliates, is fair from a financial point of view. Copies of the formal
valuation report and the fairness opinion, factors considered by the Special
Committee and the Board and other relevant background information will be
included in the management information circular that will be sent to ClubLink
shareholders in advance of with the annual and special meeting (the "Meeting")
to be held to consider the amalgamation.
The Meeting is scheduled to take place on June 30, 2009. To be
implemented, the amalgamation will require (i) approval by two-thirds of the
votes cast by holders of ClubLink Shares, and (ii) approval by a simple
majority of the votes cast by minority holders of ClubLink Shares (which will
exclude for this purpose an aggregate of 12,176,469 ClubLink Shares, including
those held by Tri-White, Mr. Turple and Mr. Visentin).
The amalgamated entity will be known as "ClubLink Corporation".
ClubLink is Canada's largest owner and operator of member golf clubs.
Tri-White Corporation has a proven record of building and delivering
value through its corporate investment operations. Tri-White is the largest
shareholder in ClubLink Corporation. As well, it owns a 100% interest in the
historic White Pass & Yukon Route Railway, including strategic holdings in the
port operations and supporting excursions, based in Skagway, Alaska.
This news release contains "forward-looking statements" regarding a
potential material transaction. Readers are cautioned not to place undue
reliance on such forward-looking statements. Actual results and developments
may differ materially from those contemplated by these statements depending
on, among others, the risks that the transaction may not be completed for any
reason and it will not be able to obtain the required approvals or clearance
from regulatory authorities.
The forward-looking statements contained in this document are made as of
the date of this document and neither ClubLink nor Tri-White undertake any
obligation to update publicly or revise any of the forward-looking statements
contained in this news release, except as required by law.
For further information:
For further information: For ClubLink contact: Mr. Jack Winberg,
Chairman of the Board, ClubLink Corporation, 15675 Dufferin Street, King City,
Ontario, L7B 1K5, Telephone: (416) 444-7391, Facsimile: (416) 445-4849, Email:
email@example.com; For Tri-White contact: K. Rai Sahi, Chief Executive
Officer, Tri-White Corporation, 55 City Centre Drive, Mississauga, Ontario,
L5B 1M3, Telephone: (905) 281-3800, Facsimile: (905) 281-5890, E-mail: