BARRINGTON, Ill., Dec. 13 /PRNewswire-FirstCall/ -- Clark, Inc. today announced it filed its Solicitation/Recommendation Statement with the SEC related to the tender offer by a US subsidiary of AEGON N.V. to purchase all of the outstanding shares of Clark common stock for $16.55 per share in cash. The offer represents a 32% premium based on the closing stock price of Clark stock of $12.50 on November 1, 2006, the day the two parties entered into a definitive merger agreement, which was unanimously approved by Clark's Board of Directors.
The tender offer is subject to various terms and conditions, including the tender of at least a majority of outstanding shares of Clark stock in the tender offer (including a majority of the outstanding shares beneficially owned by disinterested stockholders). Tom Wamberg and Tom Pyra, who collectively own approximately 8.3% of Clark's outstanding shares, have agreed to tender their shares in the offer.
The tender offer is scheduled to expire at midnight, New York Time, on Tuesday, February 20, 2007, unless extended.
"As we said on November 1, after careful consideration, the Special Committee of independent directors, as well as our entire board, determined that AEGON's offer is in the best interests of our stockholders, employees and customers," said Dr. Randolph Pohlman, Chairman of the Special Committee of independent directors. "This transaction provides a compelling premium to Clark stockholders, while positioning the combined company for long-term growth and continued leadership in the industry. We recommend that all stockholders embrace this transaction by tendering their shares into the premium offer."
Clark also announced today that the ongoing auction for certain businesses of Clark Consulting will be completed before the tender offer is consummated. As previously announced, as part of the transaction the Special Committee of Clark's independent directors unanimously approved a related asset purchase agreement pursuant to which certain businesses of Clark Consulting, not including the Corporate Solutions Practice, will be sold to Clark Wamberg LLC, a privately-held firm expected to be owned by certain of Clark's senior executives, for cash consideration of $35.4 million and the assumption of certain indebtedness. The businesses to be sold in this manner include Clark's Healthcare Group, Pearl Meyer & Partners, Federal Policy Group, Clark Benson, National Insurance Wholesalers (formerly known as Medex), Clark Retirement Plan Services (formerly known as Baden Retirement Plan Services, Inc.), Clark Strategic Advisors and Clark's Corporate Resource Center. If a proposal that is deemed superior by the Special Committee of independent directors is received and accepted, the asset purchase agreement with Clark Wamberg will be terminated without payment of a termination fee and, in the tender offer and merger, Clark stockholders would receive an increase in value, less certain adjustments.
The merger agreement also contains customary provisions including a termination fee if Clark accepts any superior proposal from any third party and the merger agreement is terminated.
Clark's Solicitation/Recommendation Statement was filed today with the SEC on Schedule 14D-9. The Schedule 14D-9 describes the reasons for the Board's and Special Committee's recommendation of the tender offer by AEGON.
This press release is for informational purposes only and is not an offer or solicitation to purchase, nor a recommendation to sell, any shares of Clark's common stock. The solicitation of offers to purchase the Clark common stock is being made pursuant to the Offer to Purchase and related materials that Purchaser is sending to its Clark stockholders, which have been filed with the Securities and Exchange Commission. Clark stockholders and other investors should read the Offer to Purchase and related materials, as well as Clark's Solicitation/Recommendation Statement and related materials, because they contain important information about the tender offer and related transactions.
About Clark Consulting
Founded in 1967, Clark Consulting is a firm with expertise in executive compensation and benefit design, funding and plan administration. With more than 3,800 corporate, banking and healthcare clients, Clark Consulting's mission is helping companies keep their best people.
Forward Looking Statements
This release contains forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially. Such forward-looking statements are based on the beliefs of Clark's management as well as assumptions made by and information currently available to Clark's management. There is a risk that the transaction could be delayed or fail to close, and that stockholders will not receive the expected benefits. Such risks include, but are not limited to:
-- that a governmental or regulatory authority may prohibit or delay the
consummation of the transaction,
-- that our stockholders or a governmental or regulatory authority may
institute legal proceedings against us that have a materially adverse
effect on our business, and
-- that our business is materially and adversely affected by other
events, including industry and economic conditions outside of our
control.
If the transaction does not close, our stock price may significantly decrease, and it may materially impact our business. Among other things, we could lose customers and employees, and our management could be distracted. For additional uncertainties and risks we face, please see our Annual Report on Form 10-K for the fiscal year ended December 31, 2005, our subsequent quarterly reports on Form 10-Q, and our current reports filed on Form 8-K.
Contacts:
Clark Consulting
Investors:
Jim Radosevich
Vice President, Corporate Finance & Investor Relations
847-304-5800
