Clairvest Group Inc.
TSX : CVG

Clairvest Group Inc.

June 07, 2007 18:42 ET

Clairvest Votes in Favor of Combination of Datamark Systems Group and Komunik Corporation

TORONTO, ONTARIO--(Marketwire - June 7, 2007) -

NOT FOR DISTRIBUTION IN THE UNITED STATES

Clairvest Group Inc. (TSX:CVG) announced that at a special meeting earlier today it voted in favor of the Acquisition Agreement which provides for the combination of Datamark Systems Group Inc. (TSX:DMK) to Komunik Corporation of Montreal. As part of this transaction Clairvest will sell its 37% interest in Datamark.

Under the terms of the Acquisition Agreement, Clairvest is expected to receive $6.1 million in cash consideration together with shares of the combined entity.

"We are pleased that shareholders voted in favor of this transaction, which we believe provides Clairvest and its shareholders with excellent value," said Jeff Parr, Co-CEO of Clairvest.

Closing of the Arrangement is expected to take place on or about June 12, 2007.

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 forward-looking 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.

Montreal, June 7, 2007

Arrangement Approved by Datamark Shareholders

Datamark Systems Group Inc. (TSX:DMK) Datamark is pleased to announce that, at a meeting (the "Meeting") held earlier today, the shareholders of Datamark voted in favor of the proposed arrangement (the "Arrangement") and all transactions contemplated thereby, pursuant to section 192 of the Business Corporations Act, providing for the combination of Datamark and Komunik Corporation (the "Combined Entity").

Pursuant to the terms of the Arrangement, for each Datamark share held, Datamark shareholders are, at their option, entitled to a consideration equal to $2.0275 in cash; or one share of the Combined Entity; or a combination thereof subject to pro-ration. Pursuant to the terms of the Arrangement, in the aggregate, 64.5% of Datamark's shares will be exchanged for cash and 35.5% will be exchanged for shares of the Combined Entity.

Acceptance of the Arrangement required approval of at least 66 2/3 of the votes cast at the Meeting by shareholders present at the Meeting or represented by proxy and, in addition, approved by a majority of votes cast by minority shareholders, namely, all holders of Datamark common shares other than any interested shareholders. 99.98% of the votes cast by Datamark shareholders, voting in person and by proxy at the Meeting, were in favour of the Arrangement. Furthermore, 99.98% of the votes cast by minority shareholders, voting in person or by proxy at the Meeting were in favour of the Arrangement.

Pursuant to support and voting agreements previously executed, shareholders holding, in the aggregate, 78.05%, of the issued and outstanding shares of Datamark, had agreed to support the Arrangement. Amongst such shareholders, at least one shareholder holding 36.97% of the issued and outstanding shares of Datamark, qualified as meeting the condition of a "previous arm's length negotiations" under Section 4.4 (2) of Quebec Regulation Q-27.

A final order of the Quebec Superior Court will be sought on June 8, 2007. Once the final order has been granted by the Court and all other conditions of closing have been completed, the arrangement documents will be filed with Industry Canada. Closing of the Arrangement is expected to take place on or about June 12, 2007.

About Komunik

Komunik is a provider of end-to-end solutions for relationship marketers. Through technology innovation, Komunik helps Fortune 1000 companies increase their control of the marketing environment. Komunik provides marketers with world-class expertise and support for multi-channel activities and business process optimization. Komunik's value proposition includes: Marketing Programs Outsourcing, Email Marketing, Interactive Marketing and Variable Printing Solutions. The Company's proprietary technology provides a flexible feature set to meet marketers' demands. Konversation, a modular technology platform, is designed to optimize and integrate business processes and relationship marketing activities.

About Datamark

Datamark Systems Group Inc. is dedicated to providing efficient and innovative document Management solutions. The company's operating divisions and subsidiaries, Datamark Systems, Proforms and Les Impressions Intra-Media Inc. provide a full range of products and services including forms, labels, airline products and short and long run commercial printing. Document management services encompass warehousing and distributions as well as customized inventory and cost reporting. Datamark Systems Group Inc.'s plants and distributions centers are in Quebec, Ontario, Manitoba and Alberta. Datamark Systems Group Inc.'s shares are listed on the Toronto Stock Exchange under the symbol DMK.

Cautionary note about forward-looking statements

Some of the statements made in this release may constitute forward-looking information or statements within the meaning of securities laws. These statements are based on certain factors and assumptions, which Datamark and Komunik believe are reasonable as of the current date. While Datamark and Komunik consider these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. Datamark and Komunik caution 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 Datamark's and the Komunik's control. Therefore, future events and results may vary substantially from what Datamark and Komunik currently foresee. While Datamark and Komunik may elect to, they are under no obligation (and expressly disclaim any such obligation) and do not undertake to update or alter this information.

Contact Information

  • Clairvest Group Inc.
    Cameron Williamson
    CFO and Corporate Secretary
    (416) 925-9270
    (416) 925-5753 (FAX)
    Website: www.clairvest.com
    or
    Datamark Systems Group Inc.
    Jeffrey Zunenshine
    President & CEO
    (450) 663-7878, ext. 410
    or
    Komunik Corporation
    Alain Paquin
    President & CEO
    (514) 904-0710
    or
    Massy-Forget Public Relations
    Emily Bradshaw
    (514) 842-2455 extension 26
    Email: ebradshaw@mfrp.com
    or
    Massy-Forget Public Relations
    Safia Genereux-Khali
    (514) 842-2455 extension 31
    Email: sgenereux-khali@mfrp.com