HALIFAX, April 8, 2015 /CNW/ - Clarke Inc. ("Clarke" or the "Company") (TSX: CKI) today announced the results of its substantial issuer bid dated March 2, 2015 (the "Offer") to purchase for cancellation up to 2,000,000 of its outstanding common shares (the "Shares") at a purchase price of $10.00 per Share.
The Offer expired at 5:00 p.m. (Atlantic Standard Time) on April 7, 2015. Based on the final report provided by the depositary for the Offer, a total of 2,379,042 Shares have been deposited at the expiration of the Offer, representing approximately 12.6% of the Shares outstanding. Clarke intends to take up all of the Shares deposited pursuant to the Offer in accordance with applicable securities laws and as set forth in the Offer documents. The total purchase price for the Shares deposited under the Offer will be approximately $23.8 million and will be funded with cash on hand. Payment for the Shares deposited and accepted for purchase will be made as soon as practicable in accordance with the Offer.
Following the purchase and cancellation of the 2,379,042 Shares deposited under the Offer, Clarke will have 16,448,605 Shares outstanding. The Offer was an accretive transaction for Clarke as the Shares acquired under the Offer were purchased at a substantial discount to the Company's book value per Share. Adjusting the Company's $12.57 book value per share at December 31, 2014 solely for the effects of the Offer and the Company's previous substantial issuer bid that was completed on January 26, 2015, Clarke's pro forma book value per share at December 31, 2014 was $13.06.
Halifax-based Clarke invests in a variety of private and publicly-traded businesses and participates actively where necessary to enhance the performance of such businesses and increase its return. Clarke's securities trade on the Toronto Stock Exchange (CKI). For more information about Clarke Inc., please visit our website at www.clarkeinc.com.
Note on Forward-Looking Statements and Risks
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.
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.
Cautionary Statement Regarding use of Non-IFRS Accounting Measures
This press release makes reference to book value per share. Clarke uses book value per share as a measure of the performance of the Company as a whole. Book value per share is measured by dividing shareholders' equity attributable to equity holders of the Company at the date of the statement of financial position by the number of Common Shares outstanding at that date. Clarke's method of determining this amount may differ from other companies' methods and, accordingly, this amount may not be comparable to that used by other companies. This amount is not a performance measure as defined under IFRS and should not be considered either in isolation of, or as a substitute for, net earnings prepared in accordance with IFRS.
SOURCE Clarke Inc.
For further information: Michael Rapps, President and CEO, at (416) 855-1925; Andrew Snelgrove, CFO, at (902) 442-3987