Clairvest enters into arrangements to support UE Waterheater’s friendly offer for Voxcom
Toronto, Ontario (April 16, 2007) – Clairvest Group Inc. (TSX:CVG) today announced that VOXCOM Income Fund (TSX:VOX.UN) has entered into a support agreement with UE Waterheater Income Fund (TSX:UWH.UN) providing for the acquisition by UE Waterheater of all outstanding units of VOXCOM. Concurrently Clairvest has entered into a lock-up agreement with UE Waterheater Income Fund with respect to its units in VOXCOM.
The transaction, subject to certain conditions, calls for Clairvest to tender its 1,645,015 units in VOXCOM, comprising a 20.1% interest, to UE Waterheater’s offer of $13.25 per unit. The offer represents a 29% premium over the TSX closing price of $10.29 on Friday, April 13 and a 38% premium over the volume weighted average unit price over the last 30 days.
The offer has been unanimously endorsed by the non-conflicted trustees of the VOXCOM Board of Trustees. VOXCOM sells, installs, services and monitors security alarm systems for residential and commercial subscribers in Canada.
Should the transaction close on anticipated terms, Clairvest will receive gross proceeds of approximately $21.8 million. That compares with a book value of $14.7 million recorded by Clairvest as at December 31, 2006, and a net cash investment today of $5.3 million.
“Our relationship with VOXCOM dates back over 10 years when we first invested to support the vision of its leader, Brad Sparrow. Since then Brad has grown the business from a small base to one with over $20 million of EBITDA today. This premium offer by UE, a leader in the waterheater and security industries in Canada, is a testimony to Brad’s abilities and accomplishments over the years,” noted Ken Rotman, Co-CEO of Clairvest. “This is a good deal for the unitholders of VOXCOM. Clairvest is proud to have been associated with Brad Sparrow and VOXCOM, and we believe the business will continue to succeed under its new ownership.”
Details of the support agreement are contained in a news release issued today by VOXCOM which is appended to this release.
About Clairvest
Clairvest Group Inc. is a Canadian merchant bank that invests its own capital, and that of third parties through Clairvest Equity Partners Limited Partnership and Clairvest Equity Partners III Limited Partnership, in businesses that have the potential to generate superior returns. In addition to providing financing, Clairvest contributes strategic expertise and execution ability to support the growth and development of its investee partners. Clairvest realizes value through investment returns and the eventual disposition of its investments.
Cautionary note about forward-looking statements
This news release may contain forward-looking statements with respect to Clairvest Group Inc., and one of its investments. These statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors such as the possibility of the transaction not concluding and actual sale proceeds received which may cause the actual results, performance or achievements of Clairvest to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
For further information, please contact:
Cameron Williamson
Chief Financial Officer and Corporate Secretary
Clairvest Group Inc.
Tel: (416) 925-9270
Fax: (416) 925-5753