Toronto, Ontario – December 19, 2022 – Dye & Durham Limited (“Dye & Durham” or the “Company”) (TSX: DND) announced today the preliminary results of its substantial issuer bid (the “Offer”) to purchase for cancellation up to $150.0 million of its common shares (the “Common Shares”). The offer expired at 5:00 PM (Eastern Time) on December 16, 2022.
All of the terms and conditions of the Offer have been complied with or waived and, based on a preliminary count by Computershare Investor Services Inc. (the “Depositary”), Dye & Durham expects to take up and purchase for cancellation 10,344,827 Common Shares at a purchase price of $14.50 per Common Share (the “Purchase Price”), for aggregate consideration of approximately $150.0 million. The Common Shares expected to be purchased under the Offer represent approximately 15.6% of the issued and outstanding Common Shares on a non-diluted basis as at November 10, 2022, the date the Offer was publicly announced. After giving effect to the Offer, approximately 56,095,311 Common Shares are expected to be issued and outstanding.
The Company also purchased 2,800,000 Common Shares pursuant to its normal course issuer bid (the “NCIB”) in the second quarter of fiscal 2023 for aggregate consideration of approximately $46.2 million, which Common Shares have been cancelled. After giving effect to the Offer and the NCIB, approximately 13,144,827 Common Shares have been repurchased by the Company representing approximately 19% of the Common Shares that were issued and outstanding prior to the commencement of the NCIB.
The Offer was made by way of a “modified Dutch auction”, which allowed shareholders who chose to participate in the Offer to individually select the price, within a price range of not less than $12.50 per Common Share and not more than $15.00 per Common Share (in increments of $0.10 per Common Share), at which they were willing to sell their Common Shares.
Based on the Depositary’s preliminary count, approximately 12,526,142 Common Shares were tendered to the Offer. As the Offer was oversubscribed, shareholders who made auction tenders at prices from $12.50 to $14.50 per Common Share and purchase price tenders are expected to have approximately 94% of their successfully tendered Common Shares purchased by Dye & Durham, other than “odd lot” tenders, which are not subject to proration. Shareholders who made auction tenders at a price in excess of $14.50 per Common Share will have their Common Shares returned by the Depositary.
The number of Common Shares to be purchased under the Offer and the Purchase Price are preliminary, subject to verification by the Depositary and assume that all Common Shares tendered through notices of guaranteed delivery will be delivered within the two trading day settlement period. Dye & Durham will announce the final results following completion of take-up of the Common Shares.
The full details of the Offer are described in the offer to purchase and issuer bid circular dated November 11, 2022, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR at www.sedar.com.
This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Common Shares.
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 Kingdom, Ireland 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Ross Marshall, LodeRock Advisors Inc.,
416.526.1563
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