TSX: CKI; CKI.DB; CKI.DB.A
HALIFAX, June 11 /CNW/ - Clarke Inc. (TSX: CKI; CKI.DB; CKI.DB.A)
("Clarke") announces that it intends to commence a bid for all of the units of
Art in Motion Income Fund (TSX: AIM.UN) ("AIM" or the "Fund") that it does not
currently own at a price of C$0.65 per unit in cash (the "Offer"). The Offer
will represent a 15% premium to the 20-day volume weighted average trading
price of the Fund, calculated as at the close of trading on June 10, 2008, and
an 18% premium to the June 10, 2008 closing price of $0.55. The Offer will be
made by means of a formal offer and take-over bid circular setting forth the
full details of the offer to be filed with the securities regulatory
authorities and mailed to the Fund's unitholders as soon as possible.
Unitholders are encouraged to read these materials when they are available, as
they will contain important information.
Clarke holds 3,761,605 units of the Fund, representing approximately
46.84% of the total outstanding units of the Fund. Clarke also holds all of
the Class B limited partnership units and Class C limited partnership units of
Art in Motion Limited Partnership which, when added to the units of the Fund
held by Clarke, represents approximately 60.13% of the voting rights attached
to all issued and outstanding securities of the Fund.
Michael Andlauer, a director of Clarke, holds 51,600 AIM units,
representing approximately 0.64% of the total outstanding units of AIM, and
approximately 0.48% of the voting rights attached to all issued and
outstanding securities of AIM. Taken together, the AIM units held by Clarke
and Mr. Andlauer total 3,813,205 units, representing approximately 47.49% of
the outstanding units of the Fund and, on a combined basis, approximately
60.61% of the voting rights attached to all issued and outstanding securities
of the Fund.
The Offer will be subject to certain conditions that are required to be
satisfied prior to take-up and payment by Clarke, including, but not limited
to, a requirement that a majority of the units not currently held by Clarke be
tendered to the Offer, that no material adverse change shall have occurred
with respect to the Fund, and that all required regulatory approvals have been
Halifax-based Clarke Inc., led by an entrepreneurial team of investment
professionals, is an activist and catalyst investment company that creates
shareholder value by identifying businesses with the potential for improved
performance, and working actively to uncover the value.
Clarke's securities trade on the Toronto Stock Exchange (CKI, CKI.DB,
CKI.DB.A); for more information about Clarke Inc., please visit our website at
Certain passages in this news release may contain forward-looking
statements about future operations, financial results, objectives and
strategies of Clarke. Forward-looking statements are typically identified by
the words "believe", "expect", "anticipate", "intend", "estimate", and similar
expressions. These statements are necessarily based on estimates and
assumptions that are inherently subject to risks and uncertainties, many of
which are beyond Clarke's control.
Actual results may differ materially from expected results if known or
unknown risks affect the business, or if estimates or assumptions used in the
preparation of the consolidated financial statements and information and
analysis in this news release turn out to be inaccurate. As a result, there
can be no guarantee that any forward-looking statement will materialize.
Management disclaims any intention, and assumes no obligation, to update
any forward-looking statement, even if new information becomes available, as a
result of future events or for any other reason. Readers are urged to consider
these and other such factors carefully, and not place undue emphasis on
Clarke's forward-looking statements.
Further information can be found in the disclosure documents filed by
Clarke with the securities regulatory authorities, available at www.sedar.com
or through Clarke's 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