13/12/2022

Dye & Durham Announces OSC Relief in Substantial Issuer Bid

TORONTODec. 13, 2022 /CNW/ – Dye & Durham Limited (“Dye & Durham“) (TSX: DND) announced today that the Ontario Securities Commission (the “OSC“) has granted an exemptive relief order (the “Relief Order“) exempting Dye & Durham from complying with the requirement that Dye & Durham first takes up all of its common shares (the “Common Shares“) deposited under its currently underway substantial issuer bid (the “Offer“) before extending the expiration date of the Offer, if Dye & Durham ultimately determines to extend the Offer in the circumstance where the Offer is undersubscribed.

Under the Offer, Dye & Durham will offer to repurchase for cancellation up to $150,000,000 of its outstanding Common Shares. The Offer by Dye & Durham is being made by way of a “modified Dutch Auction”, allowing shareholders who choose to participate in the Offer to individually select the price, within a price range of not less than $12.50 and not more than $15.00 per Common Share (in increments of $0.10 per Common Share), at which they will tender their Common Shares to the Offer. Upon expiry of the Offer, Dye & Durham 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) that will allow it to purchase the maximum number of Common Shares properly tendered to the Offer, and not properly withdrawn, having an aggregate purchase price not exceeding $150,000,000. Please refer to Dye & Durham’s press release dated November 11, 2022 for further details regarding the Offer.

The Offer is not conditional upon any minimum number of Common Shares being tendered. The Offer is, however, subject to other conditions described in the formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the “Offer Documents“), filed by Dye & Durham with the applicable securities regulators and available under Dye & Durham’s SEDAR profile at www.sedar.com.

The Offer is currently open for acceptance until 5:00 PM (Eastern Time) on December 16, 2022 (the “Expiration Date“), unless withdrawn, extended or varied by Dye & Durham. Dye & Durham reserves the right, in its sole discretion (i) to terminate the Offer and not take up and pay for any Common Shares not theretofore taken up and paid for upon the occurrence of certain events and (ii) at any time or from time to time prior to the Expiration Date, to amend the Offer in any respect, including increasing or decreasing the number of Common Shares Dye & Durham may purchase or the range of prices it may pay pursuant to the Offer, subject to compliance with applicable securities legislation.

As set out in the Issuer Bid Circular, Dye & Durham applied for exemptive relief from the OSC to permit Dye & Durham to extend the Offer in circumstances in which all of the terms and conditions of the Offer have either been satisfied or waived by Dye & Durham, without first taking up Common Shares which have been deposited (and not withdrawn) before the Offer’s expiry date (the “Extension Relief“). On December 12, 2022, the OSC granted Dye & Durham the Relief Order providing the Extension Relief which will allow Dye & Durham to, subject to the conditions in the Relief Order, elect to extend the Offer without first taking up all the Common Shares deposited and not withdrawn under the Offer.

At this time, Dye & Durham has not yet determined if it will extend the Offer, and the expiration of the Offer remains the Expiration Date, which for greater certainty is December 16, 2022. Dye & Durham will determine whether it will extend the expiration of the Offer beyond the Expiration Date once it determines how many Common Shares have been tendered (and not withdrawn) under the Offer, and considers all relevant circumstances. In the event the Offer is extended, Dye & Durham will provide a further news release disclosing the details of such extension.

Dye & Durham has engaged Canaccord Genuity Corp. to act as the dealer manager (the “Dealer Manager“) for the Offer and Computershare Investor Services Inc. to act as depositary (the “Depositary“). Any questions or requests for information regarding the Offer may also be directed to the Dealer Manager or the Depositary.

This news release is for informational purposes only and is not intended to and does not constitute an offer to purchase or the solicitation of an offer to sell Common Shares. The solicitation and the Offer are only being made pursuant to the Offer Documents filed with securities regulatory authorities. The Offer is not be made to, nor will tenders be accepted from or on behalf of, holders of Common Shares in any jurisdiction in which the making or acceptance of offers to sell Common Shares would not be in compliance with the laws of that jurisdiction. The Board of Directors of Dye & Durham has approved the Offer, however, none of Dye & Durham, its Board of Directors, the Dealer Manager or the Depositary makes any recommendation to shareholders as to whether to tender or refrain from tendering any or all of their Common Shares pursuant to the Offer, whether shareholders should elect an auction tender or a purchase price tender or the purchase price or prices at which shareholders may choose to tender Common Shares. SHAREHOLDERS ARE STRONGLY URGED TO CAREFULLY READ THE OFFER DOCUMENTS AND RELATED DOCUMENTS FILED WITH SECURITIES REGULATORY AUTHORITIES, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders may obtain free copies of the Offer Documents filed by Dye & Durham with the applicable securities regulators and available under Dye & Durham’s SEDAR profile at www.sedar.com. Shareholders may also obtain those materials from the Depositary. Shareholders are urged to read those materials and evaluate carefully all information related to the Offer, consult their own financial, legal, investment and tax advisors and make their own decisions as to whether to deposit Common Shares pursuant to the Offer and, if so, how many Common Shares to deposit and at what price.

FORWARD LOOKING INFORMATION

This press release may contain forward-looking information within the meaning of applicable securities laws, which reflects Dye & Durham’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 Dye & Durham’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 Dye & Durham’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. Dye & Durham has operations in Canada, the United KingdomIreland 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

For further information: Ross Marshall, LodeRock Advisors Inc., [email protected], (m): 416.526.1563

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