Clarke adopts a shareholder rights plan

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TORONTO, Ont. — Clarke Inc.’s Board of Directors has adopted a shareholder protection rights plan in case of any future take-over offers.

The rights plan will provide shareholders with more time to fully consider any unsolicited take-over bid and will allow the Board to pursue other alternatives, if appropriate, to maximize shareholder value.

Clarke’s original rights plan, adopted on Mar. 23, 1999, had a three-year term and expired earlier this year. The new Rights Plan updates the previous plan, keeping Clarke’s Rights Plan in step with plans recently adopted by many other Canadian corporations.

The Rights Plan is effective immediately, having been approved by the Toronto Stock Exchange. The rights issued under the Plan become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire 20 per cent or more of Clarke’s outstanding common shares without complying with the “Permitted Bid” provisions or without approval of the Board of Directors.

Should such this occur, each right would entitle a holder, other than the acquiring person and persons related to it, to purchase common shares of Clarke at a 50 per cent discount to the market price.

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