Clarke Inc. enters into agreement to sell freight transportation businesses

Clarke Inc. enters into agreement to sell freight transportation businesses

Canada NewsWire

HALIFAX, Oct. 31, 2013 /CNW/ – Clarke Inc. (“Clarke”) (TSX: CKI,
CKI.DB.A) is pleased to announce that it has entered into an agreement
for the sale of its truckload, less-than-truckload and freight
logistics businesses (the “Freight Transport Business”) to Transforce
Inc. based on an enterprise value of $88.0 million excluding net
working capital associated with the Freight Transport Business, which
will be retained by Clarke. Certain other subsidiaries of Clarke
engaged in information technology and human resources functions are
also included in the sale. The purchase price is subject to a working
capital adjustment and will be satisfied in cash on closing. The
transaction is conditional on, among other things, receipt of approval
under the Competition Act and the Canada Transportation Act. Clarke expects closing of the transaction to occur before the end of
2013.

George Armoyan, Chief Executive Officer of Clarke, stated: “This is a
bittersweet moment for Clarke as we have enjoyed working with Dean Cull
and his entire team in the freight transportation business over the
last decade. We wish them all the best as they join the Transforce
organization.” Mr. Armoyan added: “The sale of Clarke’s freight
transportation business provides the company with good value and helps
unlock the significant shareholder value that exists at Clarke which
has not been recognized by the capital markets. Following the
transaction, Clarke will continue to own its Commercial Tanks and Home
Heating segment, its Investment segment and the ferry and container
shipping units within its current Freight segment.”

Clarke intends to review its business strategy, remaining businesses,
investment opportunities, capital structure and dividend policy to
determine how best to deploy the proceeds from this transaction and how
to continue to maximize value for shareholders going forward.
Alternative uses for the sale proceeds include general corporate
purposes, redeeming all or part of Clarke’s convertible unsecured
debentures, funding additional investment opportunities or funding a
special dividend to shareholders.

About Clarke

Halifax-based Clarke invests in a variety of private and publicly-traded
businesses and participates actively where necessary to enhance
performance and increase its return. Clarke’s securities trade on the
Toronto Stock Exchange (CKI; CKI.DB.A); for more information about
Clarke, 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 Company’s securities not fully reflecting the
value of the Company’s business.

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.

SOURCE Clarke Inc.

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