Onex Corporation Announces Variation of Price Range and Extension of Its Previously Announced Substantial Issuer Bid
December 12 2024 - 4:05PM
Onex Corporation (the “
Company”) (TSX: ONEX)
announced today the amendment of the terms of the Company’s ongoing
substantial issuer bid (the “
Offer”), pursuant to
which the Company has offered to purchase from its shareholders
(“
Shareholders”), for cancellation, up to
$400,000,000 of its subordinate voting shares (the
“
Subordinate Voting Shares”). All amounts in this
press release are in Canadian dollars.
The Offer has been amended to increase the price
range offered to Shareholders who tender their Subordinate Voting
Shares pursuant to the Offer to a price of not less than $108.00
per Subordinate Voting Share and not more than $117.00 per
Subordinate Voting Share (in increments of $0.25 per Subordinate
Voting Share) (the “New Range”). The New Range
varies the original price range of the Offer of not less than
$105.00 and not more than $112.00 per Subordinate Voting Share. In
connection with the variation of the price range of the Offer, the
expiry date of the Offer has been extended to 11:59 p.m. (Toronto
time) on December 23, 2024 (the “Expiry Date”),
unless further extended, varied or withdrawn by the Company. All
other terms of the Offer remain unchanged. The Company anticipates
announcing the results of the Offer by no later than December 27,
2024, following the close of markets.
The Offer is for up to approximately 5% of the
Company’s total number of issued and outstanding Subordinate Voting
Shares (based on a purchase price equal to the minimum purchase
price per Subordinate Voting Share and 73,973,642 Subordinate
Voting Shares issued and outstanding as at the close of business on
December 11, 2024).
As a result of the variation of the
Offer, any Shareholder who previously tendered their Subordinate
Voting Shares to the Offer prior to the date hereof is advised that
SUCH TENDER IS NO LONGER VALID and that the Shareholder WILL BE
REQUIRED TO PROPERLY RETENDER THEIR SUBORDINATE VOTING SHARES in
the manner described in the Notice of Variation (as defined below)
in order to participate in the Offer. For greater certainty, any
and all Subordinate Voting Shares previously tendered will be
deemed to be withdrawn and will not be accepted for take-up and
payment unless the Shareholder takes the additional steps described
in the Notice of Variation. If you previously tendered your
Subordinate Voting Shares and you do not properly retender your
Subordinate Voting Shares in accordance with the procedures
described in the Notice of Variation, your Subordinate Voting
Shares will be returned to you by TSX Trust Company, the depositary
for the Offer, promptly after the Expiry Date.
For registered Shareholders who do not
receive physical delivery of the Offer Documents by mail due to a
postal disruption as a result of a Canada Post labour disruption or
any other cause, the amended letter of transmittal (the “Amended
Letter of Transmittal”) for use by registered Shareholders is
available on SEDAR+ at www.sedarplus.ca
and will also be posted on the Company’s website
at www.onex.com. Registered
Shareholders who wish to participate in the Offer should deliver a
properly completed and duly executed Amended Letter of Transmittal
(or a manually executed photocopy thereof) and any other documents
required by the Amended Letter of Transmittal, to the Depositary at
its address set forth on the Letter of Transmittal, prior to 11:59
p.m. (Toronto time) on the Expiry Date. A non-registered
Shareholder who desires to deposit Subordinate Voting Shares under
the Offer should immediately contact such Shareholder’s investment
dealer, stock broker, commercial bank, trust company or other
nominee in order to take the necessary steps to be able to deposit
such Subordinate Voting Shares under the Offer.
This press release is for informational purposes
only and does not constitute an offer to sell or the solicitation
of an offer to buy any securities in any jurisdiction. The
solicitation and the offer to buy the Subordinate Voting Shares
will only be made pursuant to the offer to purchase and issuer bid
circular dated November 8, 2024, as amended by the notice of
variation and extension dated December 13, 2024 (the
“Notice of Variation”), the Amended Letter of
Transmittal and the amended notice of guaranteed delivery
(collectively, the “Offer Documents”). Details of
the Offer, including instructions for tendering Subordinate Voting
Shares, are included in the Offer Documents. The Offer Documents
will be mailed to shareholders, filed with applicable Canadian
securities regulatory authorities and made available on SEDAR+ at
www.sedarplus.ca, and will also be posted on the Company's website
at www.onex.com. Shareholders should carefully read the Offer
Documents prior to making a decision with respect to the Offer.
ABOUT ONEX
Onex invests and manages capital on behalf of
its shareholders and clients across the globe. Formed in 1984, we
have a long track record of creating value for our clients and
shareholders. Our investors include a broad range of global
clients, including public and private pension plans, sovereign
wealth funds, insurance companies, family offices and
high-net-worth individuals. In total, Onex has approximately $50
billion in assets under management, of which $8.5 billion is Onex’
own investing capital. With offices in Toronto, New York, New
Jersey and London, Onex and its experienced management teams are
collectively the largest investors across Onex’ platforms.
Onex is listed on the Toronto Stock Exchange
under the symbol ONEX. For more information on Onex, visit its
website at www.onex.com. Onex’ security filings can also be
accessed at www.sedarplus.ca.
CAUTION REGARDING FORWARD LOOKING
STATEMENTS
This press release may contain, without
limitation, statements concerning possible or assumed future
operations, performance or results preceded by, followed by or that
include words such as “believes”, “expects”, “potential”,
“anticipates”, “estimates”, “intends”, “plans” and words of similar
connotation, which would constitute forward-looking statements.
Forward-looking statements are not guarantees. The reader should
not place undue reliance on forward-looking statements and
information because they involve significant and diverse risks and
uncertainties that may cause actual operations, performance or
results to be materially different from those indicated in these
forward-looking statements. Except as may be required by Canadian
securities law, Onex is under no obligation to update any
forward-looking statements contained herein should material facts
change due to new information, future events or other factors.
These cautionary statements expressly qualify all forward-looking
statements in this press release.
FOR FURTHER INFORMATION:
Jill Homenuk Managing Director – Shareholder Relations and
Communications Tel: +1 416.362.7711 |
Zev Korman Vice President, Shareholder Relations and Communications
Tel: +1 416.362.7711 |
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