Tri-White and ClubLink announce terms of business combination

MISSISSAUGA, ON, May 29 /CNW/ - Tri-White Corporation (TSX:TWH) ("Tri-White") and ClubLink Corporation (TSX:LNK) ("ClubLink") announced today that the parties have entered into an amalgamation agreement, pursuant to which Tri-White would acquire all of the outstanding common shares of ClubLink ("ClubLink Shares") that it does not currently own by way of a statutory amalgamation of ClubLink and a newly formed wholly-owned subsidiary of Tri-White. If approved, under the amalgamation shareholders of ClubLink will receive 1.1 shares of Tri-White ("TW Shares") for each ClubLink Share. Tri-White currently holds 12,013,169 ClubLink Shares, representing approximately 72.6% of all the issued and outstanding ClubLink Shares.

The Board of Directors of Tri-White has resolved, effective upon the successful completion of the amalgamation, to increase the quarterly dividend, for dividends declared after the amalgamation, to $0.075 per common share of Tri-White.

ClubLink's Special Committee of independent directors has unanimously determined that the amalgamation is in the best interests of ClubLink and is fair to its shareholders. The Board of Directors of ClubLink, on the recommendation of the Special Committee, has, with Messrs. Sahi and Turple abstaining, unanimously determined that the amalgamation is in the best interests of ClubLink and is fair to its shareholders. Accordingly, ClubLink's Board of Directors has approved the amalgamation and recommends that shareholders vote in favour of the amalgamation resolution.

In making its recommendation, the Special Committee considered, among other things, the opinion of its independent valuator, The Commercial Capital Securities Inc. ("CCC"). As part of the process and in accordance with applicable regulatory requirements, CCC has delivered a formal valuation to the Special Committee that determined the fair market value of the ClubLink Shares, as at May 29, 2009, to be in the range of $6.69 to $9.73 per share and the fair market value of the Tri-White Shares to be received by ClubLink shareholders, pursuant to the amalgamation, to be in the range of $7.08 to $8.74. CCC has also provided its opinion that, as at May 29, 2009, the consideration to be paid to ClubLink shareholders, other than Tri-White and its affiliates, is fair from a financial point of view. Copies of the formal valuation report and the fairness opinion, factors considered by the Special Committee and the Board and other relevant background information will be included in the management information circular that will be sent to ClubLink shareholders in advance of with the annual and special meeting (the "Meeting") to be held to consider the amalgamation.

The Meeting is scheduled to take place on June 30, 2009. To be implemented, the amalgamation will require (i) approval by two-thirds of the votes cast by holders of ClubLink Shares, and (ii) approval by a simple majority of the votes cast by minority holders of ClubLink Shares (which will exclude for this purpose an aggregate of 12,176,469 ClubLink Shares, including those held by Tri-White, Mr. Turple and Mr. Visentin). The amalgamated entity will be known as "ClubLink Corporation". About ClubLink ClubLink is Canada's largest owner and operator of member golf clubs. About Tri-White Tri-White Corporation has a proven record of building and delivering value through its corporate investment operations. Tri-White is the largest shareholder in ClubLink Corporation. As well, it owns a 100% interest in the historic White Pass & Yukon Route Railway, including strategic holdings in the port operations and supporting excursions, based in Skagway, Alaska.

Forward-looking Statements This news release contains "forward-looking statements" regarding a potential material transaction. Readers are cautioned not to place undue reliance on such forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among others, the risks that the transaction may not be completed for any reason and it will not be able to obtain the required approvals or clearance from regulatory authorities. The forward-looking statements contained in this document are made as of the date of this document and neither ClubLink nor Tri-White undertake any obligation to update publicly or revise any of the forward-looking statements contained in this news release, except as required by law.

For further information: For ClubLink contact: Mr. Jack Winberg,Chairman of the Board, ClubLink Corporation, 15675 Dufferin Street, King City,Ontario, L7B 1K5, Telephone: [phone], Facsimile: [phone], Email:[email protected]; For Tri-White contact: K. Rai Sahi, Chief ExecutiveOfficer, Tri-White Corporation, 55 City Centre Drive, Mississauga, Ontario,L5B 1M3, Telephone: [phone], Facsimile: [phone], E-mail:[email protected]