Aegon announces increased tender offer price for Clark, Inc. and extension of expiration date to March 6, 2007
February 20, 2007, 1:00 CET
AUSA Holding Company (AUSA), an Aegon company, has increased the price for its previously announced tender offer for all outstanding shares of Clark, Inc. (NYSE: CLK) common stock to USD 17.21 per share.
This represents an increase of USD 0.66 per share from the prior offer price of USD 16.55 per share, announced November 1, 2006.
In addition, the tender offer has been extended to 5:00 p.m. New York City time, on March 6, 2007, unless further extended. All other terms and conditions of the offer remain the same, as set forth in the tender offer materials disseminated on or about December 13, 2006. As of the close of business on February 16, 2007, a total of 477,936 shares had been tendered in and not withdrawn from the offer.
Shareholders of Clark, Inc. who have already tendered their shares and have not withdrawn their tenders need not take any additional action with respect to the amended tender offer. Those shareholders will receive the increased offer price of USD 17.21 per share upon the completion of the offer. Shareholders who wish to tender may use the Letter of Transmittal and other forms provided by AUSA in its December 13, 2006 mailing.
The increase in price is solely due to an increase in the expected net proceeds from the sale of certain businesses of Clark that are being sold to a management-led buyout group, as more fully explained in the amended offering materials filed today by AUSA with the Securities and Exchange Commission. These amended materials will be available on the SEC’s website at http://www.sec.gov, under the filings of Clark, Inc. Clark is also filing an amended Solicitation and Recommendation Statement today, which contains relevant information. Shareholders of Clark are urged to read the offering materials filed by Aegon and Clark which contain important information, including the terms and conditions of the offer.
AUSA Holding Company is a subsidiary of Aegon USA, Inc., which is a wholly owned subsidiary of Aegon N.V., a multi-national insurance organization headquartered in The Hague, the Netherlands.
Questions regarding the tender offer or requests for offering materials should be directed to the information agent, Georgeson Shareholder Communications Inc., at + 1 212 440-9800 or toll free at (866) 425-7972 (USA only).
This press release is for information purposes only and is not an offer to buy or the solicitation of an offer to sell any shares. The solicitation and the offer to buy the common stock of Cark, Inc. is only being made pursuant to the offer to purchase and related materials that AUSA Holding Company and AUSA Merger Sub, Inc. initially filed with the Securities and Exchange Commission on December 13, 2006, as amended by today’s filing. The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Clark shares in any jurisdiction in which the making of the offer or the acceptance thereof would not comply with the laws of that jurisdiction.
Founded in 1967, Clark Consulting specializes in designing innovative executive compensation programs that attract, retain, motivate and reward executives, directors and employees. Clark Consulting provides leading edge advice on the design, financing, and plan administration of benefit programs. With more than 3,800 corporate, banking and healthcare clients, the Company's mission is helping companies keep their best people.