05/01/2024

Dye & Durham Increases Offer to Purchase 3.75% Senior Unsecured Convertible Debentures due March 1, 2026

  • In response to demand, Offer increased to acquire up to $160 million (increased from $100 million) aggregate principal amount of the Original Debenture
  • $140 million aggregate principal amount of the 6.50% senior unsecured extendible convertible debentures due November 1, 2028 to be issued, assuming take up and payment of the full $160 million aggregate principal amount of 3.75% senior unsecured convertible debentures due March 1, 2026

TORONTOJan. 5, 2024 /CNW/ – Dye & Durham Limited (TSX: DND) (“Dye & Durham” or the “Company“), 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 that it, in response to demand, it has upsized and, in accordance with regulatory requirements, extended its existing substantial issuer bid (the “Offer“) to purchase for cancellation a portion of its issued and outstanding 3.75% senior unsecured convertible debentures due March 1, 2026 (the “Original Debentures“). The Offer is part of Dye & Durham’s plan, first announced on October 20, 2023, to improve the flexibility of its balance sheet and reduce its convertible debt.

Pursuant to the amendment and extension, the terms of which are set out in a notice of variation and extension dated January 4, 2023 (the “Notice of Variation“), the Company has offered to acquire up to $160,000,000 aggregate principal amount of the Original Debentures (increased from $100,000,000) on the basis of, and at the election of the holder, for each $1,000 principal amount of Original Debentures: (a) $753 in cash, subject to an aggregate maximum of $36,144,000, (b) $1,250 principal amount of 6.50% senior unsecured extendible convertible debentures due November 1, 2028 (the “New Debentures“), subject to an aggregate maximum of $140,000,000 (increased from $65,000,000), or (c) a combination of cash and New Debentures. In addition, the Company has extended the expiry date of the Offer to 5:00 p.m. (Eastern Time) on January 15, 2024, unless further extended, varied or withdrawn by the Company.

In connection therewith, the Company has entered into a written agreement with Canaccord Genuity Corp. (“Canaccord“) to extended the initial maturity date its outstanding New Debentures from January 12, 2024 to January 22, 2024, or, if earlier, the date on which the Company delivers to the debenture trustee a notice declaring that the Company will not be proceeding with the Offer.

All other terms of the Offer remain unchanged. Details of the Offer, including instructions for tendering Original Debentures, are included in the formal offer to purchase and issuer bid circular dated November 1, 2023 (the “Offer to Purchase“) as amended by the Notice of Variation (the Notice of Variation together with the with the Offer to Purchase, the letter of transmittal, and the notice of guaranteed delivery, the “Offer Documents“). The Notice of Variation will be mailed to debentureholders, filed with applicable Canadian securities regulatory authorities and made available without charge on SEDAR+ at www.sedarplus.ca. Debentureholders should carefully read the Offer Documents prior to making a decision with respect to the Offer.

In connection with the upsized Offer, the Company has also amended and restated a support agreement previously entered into in connection with the Offer. In the aggregate, debentureholders signing support agreements have agreed to tender approximately $143,480,000 aggregate principal amount of Original Debentures 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.

About Dye & Durham

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 KingdomIrelandAustralia and South Africa. Additional information can be found at www.dyedurham.com.

Forward-looking Statements

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 with respect to the Company’s strategic review of its non-core assets, the independent growth thereof, the timing and completion of the Offer as amended by the Notice of Variation, the number of Original Debentures that will be taken up and paid for and ultimately remain outstanding following such take up and payment, 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 risk that the Company is not able to effect a transaction in respect of its non-core assets and, that if it is, the results do not result in deleveraging, and the factors discussed under “Risk Factors” in the Company’s most recent annual information form and “Risks and Uncertainties” in the Company’s most recent management discussion & analysis 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.

SOURCE Dye & Durham Limited

For further information: Media Relations: Morgan McLellan, VP, Global Communications, Phone: 647-802-4825, E-mail: [email protected]; Investor Relations: Ross Marshall, LodeRock Advisors Inc., Phone:416-526-1563, E-mail: [email protected]

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