- Buyback offer being made at between $500 and $650 per
$1,000 of face value of
debenture
- Offer would pay down up to $52
million of overall debt consistent with strategy to reduce
total debt over time
- Debt reduction is above and beyond the announced senior debt
reduction through the Company's use of the up-front net proceeds to
be received from the sale of TM Group
TORONTO, July 24,
2023 /CNW/ - Dye & Durham Limited ("Dye &
Durham" or the "Company") (TSX: DND), one of the world's
largest providers of cloud-based legal practice management software
designed to make managing a law firm, organizing cases, and
collaborating with clients easy, today announced its board of
directors has approved the commencement of a substantial issuer bid
(the "Offer") under which the Company will offer to
repurchase for cancellation up to $52,000,000 of its issued and outstanding 3.75%
convertible senior unsecured debentures due March 1, 2026 ("Debentures").
"We are pleased to announce this convertible debenture buyback.
The strong financial performance and cash generation profile of our
business enable us to opportunistically reduce our debt while
continuing to pursue a disciplined M&A strategy," said Dye
& Durham CEO Matthew Proud.
"This offer, along with our broader strategy of reducing our total
debt leverage ratio over time, will give us greater financial
flexibility as we continue to build Dye & Durham into a global
legal technology leader."
The Offer is planned to be sourced through cash on hand. The
Offer would pay down up to $52
million of overall debt consistent with our strategy to
reduce total debt over time. This reduction in debt is above and
beyond the debt reduction through the Company's use of the up-front
net proceeds to be received from the sale of TM
Group, as announced on July 10,
2023. The Offer is expected to proceed by way of a modified
Dutch auction, which will allow debenture holders who choose to
participate in the Offer to select the price, within a price range
to tender their Debentures. Dye & Durham is making the Offer at
between $500 and $650 per $1,000 of
Debenture face value. Upon expiry of the Offer, the Company
will determine the lowest purchase price within the range that will
allow the Company to purchase the maximum number of Debentures
properly tendered to the Offer, having an aggregate purchase price
not exceeding $26 million. The Company expects to announce the
terms of the Offer and commence the Offer on July 26, 2023.
The Offer will not be conditional upon any minimum number of
Debentures being tendered. The Offer will, however, be subject to
other conditions and the Company will reserve the right, subject to
applicable laws, to withdraw or amend the Offer, if, at any time
prior to the payment of deposited Debentures, certain events
occur.
The Company has engaged Canaccord Genuity Inc. as dealer
manager for the Offer and Computershare Investor Services Inc. to
act as the depositary for the Offer.
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 Debentures will be filed
with the applicable securities regulators and mailed to registered
debentureholders. The Offer Documents will be available under the
Company's SEDAR profile at www.sedar.com.
Neither the Company nor its board of directors makes any
recommendation to debentureholders as to whether to tender or
refrain from tendering any or all of their Debentures to the Offer.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Debentures. The solicitation
and the offer to purchase Debentures by the Company is being made
only pursuant to the Offer Documents. Debentureholders 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, the
intentions of the Company's directors and officers and
debentureholders with respect to tendering to 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 provides premiere practice management
solutions empowering legal professionals every day, delivers vital
data insights to support critical corporate transactions and
enables the essential payments infrastructure trusted by government
and financial institutions. The company has operations in
Canada, the United Kingdom, Ireland, Australia and South
Africa. Additional information can be found at
www.dyedurham.com.
SOURCE Dye & Durham Limited