Shareholders Transfer Common Shares of Clublink Corp. To Newco
TORONTO, ONTARIO -- Robert Poile, Paul Atkinson, 1548795 Ontario Inc., a subsidiary of Southwest Sun Inc., and Keofferam Limited Partnership (collectively, the “Shareholders”) and 2126521 Ontario Inc.(“Newco”), jointly announce that the Shareholders have agreed to transfer to Newco at closing scheduled on or about April 12, 2007, all of their common shares (“Shares”) of ClubLink Corporation (“ClubLink”) as well as Shares issuable in the future upon the exercise of options and debentures, pursuant to the private agreement exemption under applicable take-over bid laws.
The Shareholders beneficially own, in the aggregate, 6,635,300 (approximately 39.12%) of the outstanding Shares of ClubLink. Newco does not currently own any Shares and following the acquisition of 6,635,300 Shares, Newco will have beneficial ownership and control over 39.12% of the issued and outstanding Shares. Newco will not carry on any business other than holding the aforesaid Shares. The Shares will be transferred to Newco at their fair market value which will be equal to the “market price” as calculated under section 183 of the regulations under the Securities Act (Ontario) and the purchase price will be satisfied by the issuance to the Shareholders respectively of common shares of Newco on a one-for-one basis.
The Shares will be acquired by Newco for investment purposes and Newco does not have any present intention to acquire ownership of, or control over, additional securities of the ClubLink.
Following the acquisition by Newco of the Shares, the Shareholders have agreed that Newco will not vote or take any action with respect the Shares without the approval of the holders of not less than 66.6% of the Newco Shares.
The Board of the Newco is currently comprised of Robert Poile and Paul Atkinson. The address of Newco is Suite 1600, 100 King Street West, Toronto, Ontario M5X 1G5.
The Shareholders and Newco are considered to be joint actors in connection with the foregoing.
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