HALIFAX, Aug. 20, 2014 /CNW/ - Clarke Inc. ("Clarke") (TSX: CKI) acquired 978,992 common shares of TerraVest Capital Inc. ("TerraVest") at a price of $6.30 per common share, representing 5.4% of the outstanding common shares of TerraVest. Immediately after the transaction, Clarke owns 5,000,000 common shares, representing 27.6% of the outstanding common shares.
Michael Rapps, President and CEO, stated: "This acquisition allows us to increase our ownership in a business we like and understand well. We believe that TerraVest has an opportunity to materially grow its different business units and generate even better financial results in coming years. We view the acquisition of NWP Industries as only the first step in this direction."
In purchasing the 978,992 common shares, Clarke relied on the private agreement exemption from the formal take-over bid rules set out in Section 100.1(1) of the Securities Act (Ontario). Clarke was entitled to rely on this exemption because (i) the purchase of the 978,992 common shares was not made from more than five persons, (ii) the offer to purchase was not made generally to all holders of TerraVest's common shares, and (iii) the value of the consideration paid for the 978,992 common shares, including brokerage fees or commissions, was not greater than 115% of the market price of TerraVest's common shares on the Toronto Stock Exchange on August 20, 2014 as determined in accordance with Section 1.3 of Ontario Securities Commission Rule 62-504 – Takeover Bids and Issuer Bids.
Clarke may, from time to time, acquire additional shares of TerraVest, dispose of some or all of the existing or additional shares of TerraVest, or continue to hold the shares of TerraVest in the normal course of Clarke's investment activities.
Halifax-based Clarke Inc. invests in undervalued businesses and participates actively where necessary to enhance performance and increase return. Clarke trades on the Toronto Stock Exchange (CKI); for more information about Clarke Inc., please visit our website at www.clarkeinc.com.
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. These forward-looking statements include, but are not limited to, statements regarding the trading price of the Company's securities not fully reflecting the value of the Company's business.
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. Risks and uncertainties include, among others, the Company's investment strategy, legal and regulatory risks, general market risk, potential lack of diversification in the Company's investments, and interest rates and foreign currency fluctuations. 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: Dustin Haw, Vice President Investments, Clarke Inc., 6009 Quinpool Road, 9th Floor, Halifax, Nova Scotia B3K 5J7, Telephone: (902) 442-3000, Fax: (902) 442-0187