Business
Tri-White and ClubLink announce terms of business combination
MISSISSAUGA, ON, May 29 /CNW/ - Tri-White Corporation (TSX:TWH) ("Tri-White") and ClubLink Corpor...
About this update from Twc Enterprises Limited
[{"type":"text","content":"\n\n\n\nMISSISSAUGA, ON, May 29 /CNW/ - Tri-White Corporation (TSX:TWH)\n("Tri-White") and ClubLink Corporation (TSX:LNK) ("ClubLink") announced today\nthat the parties have entered into an amalgamation agreement, pursuant to\nwhich Tri-White would acquire all of the outstanding common shares of ClubLink\n("ClubLink Shares") that it does not currently own by way of a statutory\namalgamation of ClubLink and a newly formed wholly-owned subsidiary of\nTri-White. If approved, under the amalgamation shareholders of ClubLink will\nreceive 1.1 shares of Tri-White ("TW Shares") for each ClubLink Share.\nTri-White currently holds 12,013,169 ClubLink Shares, representing\napproximately 72.6% of all the issued and outstanding ClubLink Shares.\n\n\nThe Board of Directors of Tri-White has resolved, effective upon the\nsuccessful completion of the amalgamation, to increase the quarterly dividend,\nfor dividends declared after the amalgamation, to $0.075 per common share of\nTri-White.\n\n\nClubLink's Special Committee of independent directors has unanimously\ndetermined that the amalgamation is in the best interests of ClubLink and is\nfair to its shareholders. The Board of Directors of ClubLink, on the\nrecommendation of the Special Committee, has, with Messrs. Sahi and Turple\nabstaining, unanimously determined that the amalgamation is in the best\ninterests of ClubLink and is fair to its shareholders. Accordingly, ClubLink's\nBoard of Directors has approved the amalgamation and recommends that\nshareholders vote in favour of the amalgamation resolution.\n\n\nIn making its recommendation, the Special Committee considered, among\nother things, the opinion of its independent valuator, The Commercial Capital\nSecurities Inc. ("CCC"). As part of the process and in accordance with\napplicable regulatory requirements, CCC has delivered a formal valuation to\nthe Special Committee that determined the fair market value of the ClubLink\nShares, as at May 29, 2009, to be in the range of $6.69 to $9.73 per share and\nthe fair market value of the Tri-White Shares to be received by ClubLink\nshareholders, pursuant to the amalgamation, to be in the range of $7.08 to\n$8.74. CCC has also provided its opinion that, as at May 29, 2009, the\nconsideration to be paid to ClubLink shareholders, other than Tri-Wh...