HALIFAX, Oct. 4, 2011 /CNW/ - Clarke Inc. ("Clarke" or the "Company") (TSX: CKI CKI.DB CKI.DB.A) announced the final results of its substantial issuer bid (the "Offer"), which was previously announced on August 24, 2011 for up to 3,000,000 of the issued and outstanding common shares ("Common Shares") of the Company from shareholders (the "Shareholders") at the purchase price of $5.00 per Common Share. The Offer expired at 5:00 p.m. (Halifax Time) on October 3, 2011.
Based on the final report provided by the depositary for the Offer, a total of 6,003,061 Common Shares have been deposited as at the expiration of the Offer. As the aggregate number of Common Shares deposited under the Offer exceeds 3,000,000 Common Shares, a pro-rata factor will apply such that shareholders who deposited Common Shares will have approximately 49.97% of the Common Shares they deposited purchased in accordance with applicable securities laws and as set forth in the Offer documents. Aggregate consideration for the Common Shares acquired pursuant to the Offer will be $15 million.
The number of Common Shares deposited to the Offer and the pro-rata factor may be subject to adjustment should shareholders who delivered notices of guaranteed delivery fail to deliver certificates for such Common Shares within the required time period or should there be any other Common Shares invalidly deposited. Common Shares deposited but not purchased, including Common Shares invalidly deposited, will be returned as soon as practicable by the depositary to the depositing shareholder.
Payment for the Common Shares tendered and accepted for purchase will be made as soon as practicable in accordance with the Offer.
About Clarke
Halifax-based Clarke Inc. invests in undervalued businesses and participates actively where necessary to enhance performance and increase return. 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 www.clarkeinc.com.
Forward-Looking Statements
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 Common Shares not fully reflecting the value of the Company's business and future prospects and the repurchase of the Common Shares not being expected to preclude the company form pursuing its foreseeable business opportunities.
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.