CI Financial moved Friday to makes its offer for Clarington Corp. more palatable by waiving requirements for lock-up agreements and retention, non-solicitation and non-competition agreements with certain directors and officers of Clarington.

CI’s has made a hostile offer to acquire all of the outstanding Clarington common shares at a price of $14.75 per share.

Industrial Alliance Insurance and Financial Services Inc. has proposed a friendly $14.25 a share bid for Clarington.

In a letter to Clarington and its board dated November 23, 2005, CI emphasized that its November 18 proposal constitutes a “competing transaction” for purposes of the Industrial Alliance support agreement, including as a result of the fact that CI proposes to make an offer to acquire all of the outstanding Clarington shares by means of a take-over bid (as required by the support agreement), and its offer price is more favourable Clarington shareholders than the offer by Industrial Alliance.

However, as a demonstration of CI’s desire to acquire Clarington and provide greater value to Clarington shareholders, CI has advised Clarington that it has waived those conditions of its proposal requiring lock-up agreements and retention, non-solicitation and non-competition agreements with certain directors and officers of Clarington.

CI noted that Clarington has characterized CI’s proposal as “non-binding” and “highly conditional”, notwithstanding the fact that the board of directors of Clarington has, in authorizing and recommending the offer contemplated by the Industrial Alliance support agreement and the conditions contained in that agreement, approved substantially the same arrangements (albeit at a lower offer price) with Industrial Alliance in respect of certain members of the Clarington board and officers of Clarington.

CI also noted that the Industrial Alliance support agreement provides that a Competing Transaction includes both an offer and a “proposal”, which is, by its very nature, non-binding.

“We are confident that our proposal is a Competing Transaction which requires Industrial Alliance to either match our price of $14.75 or step aside, and that Clarington and Industrial Alliance are merely trying to buy more time to fend off CI’s bid. We are perplexed that Clarington’s board would continue to take steps to deprive its minority shareholders of our superior offer,” said Stephen MacPhail, CI’s president and COO.

CI expects that, once the right to match afforded to Industrial Alliance under the Industrial Alliance support agreement in respect of CI’s proposal has expired, Clarington will immediately contact CI to discuss CI’s proposal and finalize the details of a support agreement, and put CI in a position to mail its superior offer to Clarington shareholders as soon as possible.

Friday evening, Clarington acknowledged it had received CI’s revised proposal.

“Clarington’s Board of Directors, Independent Committee and their advisors are reviewing this new information carefully and completely, as is appropriate given the importance of this decision,” said Terence Stone, chairman of Clarington, in a release.

“Should the Board determine that CI’s proposal constitutes a competing transaction, it will respond in accordance with the terms of the support agreement and its fiduciary duties to Claringtonand its shareholders.”