ClubLink Enters into Governance Agreement with Shareholders

On January 15, 2003, Toronto-based Tri-White Corporation’s unsolicited insider bid for all the common shares and 6 per cent convertible debentures of King City, Ontario-headquartered ClubLink Corporation, expired in accordance with its terms, and ClubLink entered into a governance agreement with Tri-White and the two other principal shareholders of ClubLink, Robert Poile and Southwest Sun Inc. Tri-White held 26.6 per cent of the outstanding common shares of ClubLink prior to the offer. The bid was first announced on September 13, 2002, and mailed to securityholders on November 15. On December 20, Tri-White increased the offer price and extended the bid.

The governance agreement was entered into on January 8, 2003, to deal with the post-bid governance of ClubLink. Under the terms of the agreement, Poile and K. (Rai) Sahi, chairman and CEO, Tri-White, were named co-chairmen of ClubLink’s board of directors, Paul Atkinson, a shareholder of Southwest Sun Inc., was named director and vice-chairman, and Brian Semkowski also of Southwest Sun was also appointed to the board.

Jeff Glass of Blake, Cassels & Graydon LLP represented ClubLink. J-P. Bisnaire, Shawn McReynolds and Andrea Daly of Davies Ward Phillips & Vineberg LLP acted for the special committee of ClubLink’s board of directors. Connie Sugiyama and Paul Fornazzari of Gowling Lafleur Henderson LLP acted for Southwest Sun.

Tri-White was represented by Stikeman Elliott LLP, with a team that included William Braithwaite, Maurice Swan, Stacey Hoisak, Steven Portelli and Colin Levere (corporate), Susan Hutton (competition) and Kevin Kelly and Julie Muirhead (tax).