Art In Motion Income Fund
TSX : AIM.UN

Art In Motion Income Fund

August 18, 2008 14:48 ET

Art In Motion Income Fund and Clarke Inc. Announce Mailing of Bid Circular

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 18, 2008) - Clarke Inc. (TSX:CKI)(TSX:CKI.DB)(TSX:CKI.DB.A) ("Clarke") and Art In Motion Income Fund (TSX:AIM.UN) ("AIM" or the "Fund") announced today that Clarke has mailed to unitholders of the Fund a take-over bid circular dated August 14, 2008, and related documents, in connection with its previously announced offer for all of the issued and outstanding units of the Fund (excluding the units currently held by Clarke) at a purchase price of C$0.75 per unit in cash (the "Offer").

Included in the package mailed to unitholders was the trustees' circular prepared by the Fund's Board of Trustees, in which the independent members of the Board of Trustees unanimously recommend that the Fund's unitholders accept the Offer and tender their units.

The offer price represents a premium of approximately 36% to the closing price of the Fund units of $0.55 on the TSX on June 10, 2008, the last trading day prior to the announcement of Clarke's intention to make an offer for units of the Fund, and a 15% increase to Clarke's previously announced offer of C$0.65. BDO Dunwoody Valuation Inc. has provided a valuation range to the Board of Trustees, and the Offer is within that range.

Clarke currently holds 3,761,605 units of the Fund, representing approximately 46.84% of the total outstanding units of the Fund. Clarke also holds all of the Class B limited partnership units and Class C limited partnership units of Art In Motion Limited Partnership which, when added to the units of the Fund held by Clarke, represents approximately 60.13% of the voting rights attached to all issued and outstanding securities of the Fund.

The Offer is subject to certain conditions that are required to be satisfied prior to take-up and payment by Clarke, including, but not limited to, a requirement that at least 66 2/3% of the total number of Fund units, including the units held by Clarke, and a majority of the units not currently held by Clarke be tendered to the Offer. The Offer is scheduled to expire at 5:00 p.m. (Toronto time) on September 23, 2008, unless the Offer is extended or withdrawn by Clarke.

Unitholders may obtain a copy of the take-over bid circular, letter of acceptance and transmittal, trustees' circular and other materials on SEDAR at www.sedar.com or on request from the Fund.

About the Fund

The Fund is an unincorporated, open-ended limited purpose trust established under the laws of British Columbia to hold, indirectly, the securities of Art In Motion Limited Partnership ("Art In Motion"). Art In Motion is a leading global publisher, framer and licensor of images and fine-art reproductions. Art In Motion designs, manufactures and markets fine-art reproductions based on proprietary artwork.

About Clarke

Halifax-based Clarke Inc., led by an entrepreneurial team of investment professionals, is an activist and catalyst investment company that creates shareholder value by identifying businesses with the potential for improved performance, and working actively to uncover the value.

Clarke's securities trade on the Toronto Stock Exchange (CKI, CKI.DB, CKI.DB.A); for more information about Clarke Inc., please visit our website at www.clarkeinc.com.

Forward-Looking Statements

Certain passages in this news release may contain forward-looking statements about future operations, financial results, objectives and strategies of Clarke or the Fund. Forward-looking statements are typically identified by the words "believe", "expect", "anticipate", "intend", "estimate", and similar expressions. These statements are necessarily based on estimates and assumptions that are inherently subject to risks and uncertainties, many of which are beyond Clarke's or the Fund's control.

Actual results may differ materially from expected results if known or unknown risks affect the business, or if estimates or assumptions used in the preparation of the consolidated financial statements and information and analysis in this news release turn out to be inaccurate. As a result, there can be no guarantee that any forward-looking statement will materialize.

Management of each of Clarke and the Fund disclaim any intention, and assume no obligation, to update any forward-looking statement, even if new information becomes available, as a result of future events or for any other reason. Readers are urged to consider these and other such factors carefully, and not place undue emphasis on Clarke's or the Fund's forward-looking statements.

Further information can be found in the disclosure documents filed by Clarke and the Fund with the securities regulatory authorities, available at www.sedar.com.

Contact Information

  • Art In Motion Income Fund
    Allan Achtemichuk
    Chief Executive Officer
    1-877-AIM-3233 (1-877-246-3233)
    Website: www.aimincomefund.com
    or
    Clarke Inc.
    Melinda Lee
    Vice President Investments
    (902) 442-3420
    (902) 423-4001 (FAX)
    Website: www.clarkeinc.com