CI Financial confirmed today that it has given written confirmation to Clarington Corp. of CI’s previously announced offer to acquire all of the outstanding common shares of Clarington for $14.75 a share.
CI said it is offering “subsbstantially the same terms and conditions” as the existing $14.25 a share bid for Clarington made by Industrial Alliance Insurance and Financial Services Inc.
CI has also notified Clarington that, upon successful completion of CI’s offer, CI intends to reduce the management expense ratios of the Clarington Funds, consistent with CI’s public announcement on Nov. 14, 2005, to bring the Clarington unitholders savings over the next seven years.
“It is ridiculous for Clarington and Industrial Alliance to pretend CI’s bid isn’t a real bid,” said Stephen MacPhail, CI’s president and COO, in a news release. “It wasn’t until we received a copy on Wednesday of the support agreement between Clarington and Industrial Alliance that we were able to discover the conditions under which they would consider another bid to be real. If I were an investor who purchased Clarington shares since CI announced its bid, I would be shocked to hear Clarington and Industrial Alliance were acting like CI’s bid was non-existent.”
Under CI’s offer, shareholders of Clarington can elect to receive, at their option, $14.75 cash, CI shares, or a combination of cash and CI shares for each common share of Clarington.
CI said it’s bid price takes into consideration the $7 million break fee that Clarington’s board of directors obligated Clarington to pay to Industrial Alliance in connection with Industrial Alliance’s initial bid.
“Many shareholders have expressed their concern with Clarington and its board committing to a very onerous support agreement and $7 million break fee at a time when it was clearly known there were multiple bidders. What we are seeing is a direct transfer of wealth from Clarington’s shareholders to Industrial Alliance of almost 50¢ per share that otherwise would be included in a competing bid,” said MacPhail.
Upon completion of CI’s offer, CI intends to take various steps to reduce the MERs of the majority of the Clarington Funds in order that the Clarington Funds will become aligned with the lower cost structure of existing CI mutual funds.
CI estimated the present value of the proposed MER reductions would provide approximately $81 million in benefits to Clarington Fund unitholderss, by way of reduced fees, over the next seven years.
CI’s offer will be made only by formal offer and take-over bid circular. The offer will be subject to certain conditions, including acceptance of the offer by holders of at least 66 2/3% of the outstanding common shares of Clarington calculated on a fully diluted basis, and receipt of all required regulatory approvals. If all of those conditions are met, CI currently expects completion of the transaction in early 2006.
CI bid for Clarington is “real”, MacPhail says
Offer takes into consideration $7 million break fee Clarington obligated to pay Industrial Alliance
- By: IE Staff
- November 18, 2005 November 18, 2005
- 10:30