TORONTO, Nov. 11,
2022 /CNW/ - Dye & Durham Limited ("Dye
& Durham" or the "Company") (TSX: DND) announces
today the commencement and terms of its previously announced
substantial issuer bid (the "Offer") under which the Company
will offer to repurchase for cancellation up to $150,000,000 of its outstanding common shares
("Common Shares"). The Offer commences today and will
expire on December 16, 2022, unless
extended, varied or withdrawn.
The Offer is being made by way of a "modified Dutch auction",
which will allow shareholders who choose to participate in the
Offer to individually select the price, within a range of not less
than $12.50 per Common Share and not
more than $15.00 per Common Share (in
increments of $0.10 per Common
Share), at which they are willing to sell their Common Shares. Upon
expiry of the Offer, the Company will determine the lowest purchase
price (which will not be more than $15.00 per Common Share and not less than
$12.50 per Common Share) (the
"Purchase Price") that will allow it to purchase the maximum
number of Common Shares tendered to the Offer, and not withdrawn,
having an aggregate purchase price not exceeding $150,000,000.
Shareholders who wish to participate in the Offer will be able
to do so through (i) auction tenders in which they specify the
number of Common Shares being tendered at a specific price per
Common Share, or (ii) purchase price tenders in which they agree to
have a specified number of Common Shares purchased at the purchase
price to be determined pursuant to the auction and have their
Common Shares considered as having been tendered at the minimum
price of $12.50 for the purposes of
determining the purchase price. Shareholders who validly deposit
Common Shares without specifying the method in which they are
tendering their Common Shares will be deemed to have made a
purchase price tender.
If the Offer would result in an aggregate purchase price of more
than $150,000,000, the Company will
purchase a pro-rated portion of the Common Shares so tendered
pursuant to auction tenders at or below the Purchase Price and
purchase price tenders (after giving preferential treatment to "odd
lot" holders).
During the six months ended November 9,
2022 the closing prices the Common Shares on the Toronto
Stock Exchange ("TSX") have ranged from a low of
$11.77, to a high of $24.50. The closing price of the Common Shares on
the TSX on November 9, 2022 (the last
full trading day before the Company announced of its intention to
make the Offer) was $11.77.
The Offer is optional for all shareholders, who are free to
choose whether to participate, how many Common Shares to tender
and, in the case of auction tenders, at what price to tender within
the specified range. Any shareholders who do not deposit their
Common Shares (or whose Common Shares are not repurchased under the
Offer) will realize a proportionate increase in their equity
interest in the Company, to the extent that Common Shares are
purchased under the Offer.
The Offer will not be conditional upon any minimum number of
Common Shares being tendered. The Offer will, however, be subject
to other conditions and the Company reserves the right, subject to
applicable laws, to withdraw or amend the Offer, if, at any time
prior to the payment of deposited Common Shares, certain events
occur.
The formal offer to purchase and issuer bid circular, letter of
transmittal and notice of guaranteed delivery (collectively, the
"Offer Documents") containing the terms and conditions of
the Offer and instructions for tendering Common Shares have been
filed with the applicable securities regulators and mailed to
registered shareholders. The Offer Documents are available under
the Company's SEDAR profile at www.sedar.com.
Neither the Company nor its board of directors makes any
recommendation to shareholders as to whether to tender or refrain
from tendering any or all of their Common Shares to the Offer. This
press release is neither an offer to purchase nor a solicitation of
an offer to sell any Common Shares. The solicitation and the offer
to purchase Common Shares by the Company is being made only
pursuant to the Offer Documents. Shareholders of the Company are
urged to read the Offer Documents carefully and to consult with
their own financial, tax and legal advisors prior to making any
decision with respect to the Offer.
FORWARD LOOKING INFORMATION
This press release may contain forward-looking information
within the meaning of applicable securities laws, which reflects
the Company's current expectations regarding future events,
including regarding the timing and completion of the Offer. In some
cases, but not necessarily in all cases, forward-looking statements
can be identified by the use of forward looking terminology such as
"plans", "targets", "expects" or "does not expect", "is expected",
"an opportunity exists", "is positioned", "estimates", "intends",
"assumes", "anticipates" or "does not anticipate" or "believes", or
variations of such words and phrases or state that certain actions,
events or results "may", "could", "would", "might", "will" or "will
be taken", "occur" or "be achieved". In addition, any statements
that refer to expectations, projections or other characterizations
of future events or circumstances contain forward-looking
statements. Forward-looking statements are not historical facts,
nor guarantees or assurances of future performance but instead
represent management's current beliefs, expectations, estimates and
projections regarding future events and operating performance.
Forward-looking information is based on a number of assumptions
and is subject to a number of risks and uncertainties, many of
which are beyond the Company's control, which could cause actual
results and events to differ materially from those that are
disclosed in or implied by such forward-looking information. Such
risks and uncertainties include, but are not limited to, the
factors discussed under "Risk Factors" in the Company's most recent
annual information form. Dye & Durham does not undertake any
obligation to update such forward-looking information, whether as a
result of new information, future events or otherwise, except as
expressly required by applicable law.
ABOUT DYE & DURHAM LIMITED
Dye & Durham Limited is a leading provider of cloud-based
software and technology solutions designed to improve efficiency
and increase productivity for legal and business professionals. Dye
& Durham provides critical information services and workflows,
which clients use to manage their process, information and
regulatory requirements. The Company has operations in Canada, the United
Kingdom, Ireland and
Australia and has a strong
blue-chip customer base that includes law firms, financial service
institutions, and government organizations.
Additional information can be found at www.dyedurham.com.
SOURCE Dye & Durham Limited