Clairvest Reaches $8.6 Million Agreement To Sell Interest In Datamark Systems Group
Toronto, Ontario – February 9, 2007 – Clairvest Group Inc. (TSX: CVG) announced today it has entered into an agreement, subject to certain conditions, to sell its 37% interest in Datamark Systems Group Inc. (TSX: DMK) to Komunik Corporation of Montreal. The Acquisition Agreement provides for the combination of Datamark and Komunik (the”Combined Entity”).
Under the terms of the Acquisition Agreement, for each Datamark share held, Clairvest will, at its option, be entitled to a consideration equal to $2.22 in cash or one share of the Combined Entity, or a combination thereof, subject to pro-ration. This price represents a premium of 49% to the closing price of Datamark shares on February 8, 2007.
“The terms of the transaction represent a significant premium on both the current trading price of Datamark and the carrying book value,” said Jeff Parr, Co-CEO of Clairvest. “The deal therefore constitutes excellent value for Clairvest and its shareholders.”
The transaction is subject to an effective closing.
Komunik is a privately held provider of end-to-end solutions for relationship marketers. Following the transaction, the Combined Entity will continue under the name Komunik Corporation.
Other Terms of the Transaction
The transaction has been unanimously approved by both Komunik’s and Datamark’s Boards of Directors. The transaction is subject to the approval of Datamark’s shareholders at a meeting expected to be held in April 2007, applicable regulatory and court approvals, and certain other conditions. The transaction is expected to close in April 2007. Shareholders holding 66.7 % of Datamark’s shares have entered into definitive agreements whereby they agree to support the transaction provided Datamark’s Board of Directors continues to recommend the transaction.
Pursuant to the Acquisition Agreement, Datamark is prohibited from soliciting competing offers. However, the Board of Directors of Datamark may entertain superior proposals. In certain circumstances, Datamark may terminate the Acquisition Agreement and withdraw its recommendation to shareholders to accept Komunik’s offer. In such an event and in certain other circumstances, Datamark would be required to pay a termination fee to Komunik of $1,250,000.
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
Some of the statements made in this release are forward-looking statements that involve risks and uncertainties, which may prevent expected future results from being achieved. For those statements, Clairvest claim the protection of the safe harbour for forwardlooking statements contained in the Canadian and U.S. securities laws. Clairvest cautions that actual future performance could be affected by a number of factors, including technological change, regulatory change and competitive factors, many of which are beyond Clairvest’s control. Therefore, future events and results may vary substantially from what Clairvest currently foresees.
Contact information:
Cameron Williamson
CFO and Corporate Secretary
Tel: (416) 925-9270
Fax: (416) 925-5753