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CLARKE INC. ENTERS INTO AGREEMENT TO ACQUIRE RAVELIN PROPERTIES REIT

CLARKE INC. ENTERS INTO AGREEMENT TO ACQUIRE RAVELIN PROPERTIES REIT Canada NewsWire ...

articleRavelin Properties ReitMarch 27, 20265/company/ravelin-properties-reit/news/clarke-inc-enters-into-agreement-to-acquire-ravelin-properties-reit-2
CLARKE INC. ENTERS INTO AGREEMENT TO ACQUIRE RAVELIN PROPERTIES REIT

About this update from Ravelin Properties Reit

[{"type":"text","content":"\n\n\nCLARKE INC. ENTERS INTO AGREEMENT TO ACQUIRE RAVELIN PROPERTIES REIT\n\n/* Style Definitions */\nspan.prnews_span\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\na.prnews_a\n{\ncolor:blue;\n}\nli.prnews_li\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\np.prnews_p\n{\nfont-size:0.62em;\nfont-family:\"Arial\";\ncolor:black;\nmargin:0in;\n}\n\n\n\n\n\n\nCanada NewsWire\n\n\nHALIFAX, NS, March 27, 2026 /CNW/ - Clarke Inc. (TSX: CKI) (\"Clarke\") and Ravelin Properties REIT (TSX: RPR.UN) (\"Ravelin\" or the \"REIT\") are pleased to announce that they have entered into an arrangement agreement (the \"Arrangement Agreement\"), pursuant to which Clarke has agreed to acquire all of the outstanding units of the REIT (the \"REIT Units\") and all of the REIT's outstanding 9.00% convertible unsecured subordinated debentures, 5.50% convertible unsecured subordinated debentures and 7.50% convertible unsecured subordinated debentures (collectively, the \"REIT Debentures\") by way of a Court (as defined below) approved plan of arrangement (the \"Transaction\"). The Transaction values Ravelin at $1.1 billion, including the assumption of debt, and the pro-forma entity at a combined $1.7 billion.\n\n\n\n\n\n\n\nPursuant to the Arrangement Agreement, (i) holders of the REIT Units (the \"REIT Unitholders\") will receive approximately 0.582 common shares of Clarke (each, a \"Clarke Share\") for each 1,000 REIT Units held; (ii) holders of REIT Debentures (the \"REIT Debentureholders\" and, together with REIT Unitholders, \"REIT Securityholders\") will receive approximately 14.562 Clarke Shares for each $1,000 principal amount of REIT Debentures held; and (iii) Early Consenting Debentureholders (as defined below) will receive a pro rata allocation of an aggregate 150,000 Clarke Shares in respect of the principal amount of REIT Debentures held by such Early Consenting Debentureholder. Based on Clarke's share price, the consideration to be received by REIT Debentureholders (including Early Consenting Debentureholders) represents a premium of 93% to the 20-day volume-weighted average trading price of the REIT Debentures, and a premium of 171% to the closing price of the REIT Debentures on the Toronto Stock Exchange (\"TSX\") on March 26, 2026, the day prior to this announcement.As previously disclosed, the REIT, l...

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