Clarke Inc. (TSX:CKI)(TSX:CKI.DB)(TSX:CKI.DB.A) ("Clarke") and Granby Industries
Income Fund (TSX:GBY.UN) (the "Fund" or "Granby") announced today that Clarke
has mailed to unitholders of the Fund a take-over bid circular dated January 9,
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$0.17 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 55% to the closing price
of the Fund units of $0.11 on the TSX on December 20, 2007, the day prior to the
public announcement of Clarke's intention to make the Offer. RSM Richter Inc.
has provided a valuation and fairness opinion to the Board of Trustees that the
consideration under the Offer is fair, from a financial point of view, to the
Fund's unitholders.


Clarke currently holds 1,699,182 units of the Fund, representing approximately
23% of the outstanding units of the Fund. Clarke has also taken an assignment of
the Fund's $15.75 million term loan facility (of which $14.4 million is
currently outstanding) and guaranteed the Fund's $7.0 million revolving facility
(together, the "Credit Facility"). All amounts owing under the Credit Facility
come due on January 31, 2008. Under the support agreement relating to the Offer
between Clarke and the Fund dated December 21, 2007, Clarke has agreed to
forebear from exercising any remedies or accelerating the indebtedness under the
term facility and to not terminate its guarantee of the revolving facility, in
each case until the earlier of February 28, 2008 and termination of the support
agreement.


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 662/3% of the total number of Fund units, including
the units held by Clarke, be tendered to the Offer. The Offer is scheduled to
expire at 5:00 p.m. (Toronto time) on February 18, 2008, unless the Offer is
extended or withdrawn by Clarke.


The Board of Trustees has been advised that Granby Trust, the owner of all of
the outstanding Class B limited partnership units (the "Class B LP Units") of
Granby Industries Limited Partnership, has entered into a lock-up agreement with
Clarke which provides that, subject to certain terms and conditions, Granby
Trust will sell to Clarke all of its Class B LP Units at a price equal to 75% of
the consideration offered per Unit under the Offer (based on the current terms
of the Offer, $0.1275 per Class B LP Unit). Granby Trust is permitted to
terminate the lock-up agreement if the support agreement is terminated in
accordance with its terms.


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 Clarke

Clarke is a Halifax-based activist and catalyst investment company with a
diversified portfolio of strategic and opportunistic investments, including
several wholly-owned subsidiaries operating in the transportation services
industry. From time to time, Clarke also participates in joint ventures when
they offer the opportunity to create shareholder value. Led by George Armoyan
and an entrepreneurial team of professionals focused on uncovering and creating
value, Clarke invests in undervalued businesses and participates actively where
necessary to enhance performance and increase returns. 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. 


About Granby Industries Income Fund

Granby is a leading North American manufacturer of high quality tanks for
residential and light commercial storage of heating and other petroleum-based
products and is also a leading manufacturer of coated copper tubing. Granby has
been operating in the heating and oil storage tank industry for more than 50
years and its primary business is manufacturing replacement residential tanks.
Granby Industries has operations in Granby, Quebec, and Oakville, Ontario.


Forward-looking information is based on certain factors and assumptions
regarding, among other things, expected storage tank unit volumes, the price of
raw materials and the average US/Canadian dollar exchange rate during the year.
While Granby considers these assumptions to be reasonable based on information
currently available to it, they may prove to be incorrect. Forward-looking
information is subject to certain factors, including risks and uncertainties,
which could cause actual results to differ materially from what we currently
expect. These factors are described in the Fund's Annual Information Form
available on www.SEDAR.com and include, among other things, leverage and
restrictive covenants, economic conditions, and seasonality of demand for
Granby's products, the risk of increased heating oil costs, which could depress
demand for heating oil storage tanks, commodity pricing volatility and foreign
exchange risk, regulatory change, interest rate fluctuation, a decline in the
housing and major consumer products markets, dependence on key suppliers,
reliance on major customers and the risk of increased competition in the coated
copper tubing market and the storage tank market.


You should not place undue importance on forward-looking information and should
not rely upon this information as of any other date. While Granby may elect to,
it is under no obligation and does not undertake to update this information at
any particular time, except as required by law.


Clarke (TSX:CKI.DB)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Clarke Charts.
Clarke (TSX:CKI.DB)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Clarke Charts.