TORONTO, July 26,
2023 /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 $52,000,000 of its issued and outstanding
3.75% convertible senior unsecured debentures due March 1, 2026 ("Debentures"). The Offer
commences today and will expire on August
30, 2023, unless extended, varied or withdrawn.
The Offer is being made by way of a "modified Dutch auction",
which will allow debentureholders who choose to participate in the
Offer to individually select the price, within a range of not less
than $500 and not more than
$650 per $1,000 principal amount of Debenture (in
increments of $5 per Debenture), at
which they are willing to sell their Debentures. Upon expiry of the
Offer, the Company will determine the lowest purchase price (which
will not be less than $500 and not
more than $650 per $1,000 principal amount of Debenture) (the
"Purchase Price") that will allow it to purchase the maximum
number of Debentures tendered to the Offer, and not withdrawn,
having an aggregate purchase price not exceeding $26,000,000. Debentureholders who deposit their
Debentures will not be entitled to receive accrued and unpaid
interest on the Debentures.
Debentureholders who wish to participate in the Offer will be
able to do so through (i) auction tenders in which they specify the
number of Debentures being tendered at a specific price per
Debenture, or (ii) purchase price tenders in which they agree to
have a specified number of Debentures purchased at the purchase
price to be determined pursuant to the auction and have their
Debentures considered as having been tendered at the minimum price
of $500 per $1,000 principal amount of Debenture for the
purposes of determining the purchase price. Debentureholders who
validly deposit Debentures without specifying the method in which
they are tendering their Debentures will be deemed to have made a
purchase price tender.
If the Offer would result in an aggregate purchase price of more
than $26,000,000, the Company will
purchase a pro-rated portion of the Debentures so tendered pursuant
to auction tenders at or below the Purchase Price and purchase
price tenders.
The Offer is optional for all debentureholders, who are free to
choose whether to participate, how many Debentures to tender and,
in the case of auction tenders, at what price to tender within the
specified range. Any debentureholders who do not deposit their
Debentures (or whose Debentures are not repurchased under the
Offer) will realize a proportionate increase in their interest in
the outstanding Debentures, to the extent that Debentures are
purchased under the Offer. Management of the Company believes that
repurchases of the Debentures will create value for shareholders by
reducing the Company's cash interest payments, de-levering its
balance sheet and improving its debt maturity profile.
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 reserves 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 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 have been filed
with the applicable securities regulators and mailed to registered
debentureholders. The Offer Documents are available under the
Company's SEDAR profile at www.sedar.com.
The Debentures are not listed or posted for trading on any stock
exchange or marketplace. INFOR Financial Inc. ("INFOR
Financial") was engaged by the board of directors of the
Company as the independent valuator to prepare a formal valuation
of the Debentures in accordance with applicable Canadian securities
laws (the "Formal Valuation"). The Formal Valuation
contains INFOR Financial's opinion that, based on the scope of its
review and subject to the assumptions, restrictions and limitations
provided therein, as of July 21,
2023, the fair market value of the Debentures falls within
the range of $645 to $715 per $1,000
principal amount of Debenture. A copy of the Formal Valuation is
included with the Offer Documents. The Formal Valuation is not, and
should not be construed to be, a recommendation to a
debentureholder or to others, to take any course of action.
None of the Company, its directors, INFOR Financial or any of
their respective affiliates 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. 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 premier 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