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 The Offer commences today and will expire on August 30, 2023, unless extended, varied or withdrawn.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(the “Purchase Price“) that will allow it to purchase the maximum number of Debentures tendered to the Offer, and not withdrawn, having an aggregate purchase price not exceeding $26,000,000.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.
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.
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
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