TORONTO, Nov. 6, 2023 /CNW/ – Dye & Durham Limited (“Dye & Durham” or the “Company“) (TSX: DND), one of the world’s largest providers of cloud-based legal practice management software designed to make managing a law firm, organizing cases, and collaborating with clients easy, today announced the November 3, 2023 commencement of its substantial issuer bid (the “Offer“), previously announced October 20, 2023, under which the Company will offer to repurchase for cancellation up to $95,000,000 of its issued and outstanding 3.75% senior unsecured convertible debentures due March 1, 2026 (“Original Debentures“).
The Offer is part of Dye & Durham’s plan, first announced on October 20, to improve the flexibility of its balance sheet and reduce its convertible debt. Upon completion, the plan will reduce the balance of the Company’s Original Debentures by $95 million and decrease its overall convertible debt by $10 million.
Dye & Durham will offer to exchange, at the election of the Original Debenture holder, $1,000 principal amount of Original Debentures for (i) $750 cash, subject to a maximum aggregate payment of $32,250,000, (ii) $1,250 principal amount of 6.50% unsecured extendible convertible debentures due November 1, 2028 (the “New Debentures“, together with the Original Debentures, the “Debentures“) subject to an aggregate maximum of $65,000,000 of principal amount of New Debentures or (iii) a combination of cash and New Debentures.
Additionally, the Company announced today that it has closed its previously announced private placement of $20,425,000 aggregate principal amount of New Debentures (the “Private Placement“). The proceeds of the Private Placement will be used to fund a portion of the purchase price of the Offer.
In support of the Offer, debentureholders of an aggregate principal amount of $95,780,000 of Original Debentures have agreed to tender such Original Debentures to the Offer, with $43 million of such Original Debentures to be tendered in exchange for cash and the balance to be tendered in exchange for New Debentures. Tenders to the Offer in excess of $32,250,000 of cash or $65,000,000 principal amount of New Debentures will be subject to pro ration. Debentureholders who deposit their Original Debentures will not be entitled to receive accrued and unpaid interest on the Original Debentures.
The Offer is optional for all debentureholders, who are free to choose whether to participate and how many Original Debentures to tender.
The Offer will not be conditional upon any minimum number of Original Debentures being tendered. The Offer will, however, be subject to other conditions and the Company reserves the right, subject to applicable laws and contractual obligations, to withdraw or amend the Offer, if, at any time prior to the payment of deposited Original Debentures, certain events occur. The Original Debentures are not, and the New Debentures will not be, listed or posted for trading on any stock exchange or marketplace.
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.sedarplus.ca.
INFOR Financial Inc. (“INFOR Financial“) was engaged by the board of directors of the Company as the independent valuator to prepare formal valuations of the Debentures in accordance with applicable Canadian securities laws (the “Formal Valuations“). The Formal Valuations contain INFOR Financial’s opinion that, based on the scope of its review and subject to the assumptions, restrictions and limitations provided therein, as of October 19, 2023, the fair market value of the (a) Original Debentures falls within the range of $660 to $725 per $1,000 principal amount of Original Debenture and (b) New Debentures falls within the range of $600 to $695 per $1,000 principal amount of New Debenture. Copies of the Formal Valuations are included with the Offer Documents. The Formal Valuations are not, and should not be construed to be, a recommendation to a debentureholder or to others, to take any course of action.
Canaccord Genuity Corp. (“Canaccord“) acted as underwriter for the Private Placement. Goodmans LLP acted as legal counsel to the Company, and Bennett Jones LLP acted as legal counsel to Canaccord in connection with the Private Placement.
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 Original Debentures to the Offer. No securities regulatory authority has either approved or disapproved the contents of this news release. This press release is neither an offer to purchase or sell nor a solicitation of an offer to sell or buy, nor shall there be any sale or any acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The solicitation and the offer to purchase Original 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 shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.
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 and impact of the Offer on the Company’s shareholders and debentureholders, and in respect of the Company’s plan to improve the flexibility of its balance sheet and reduce its convertible debt. 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 on SEDAR+ at www.sedarplus.ca. 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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