TORONTO, May 17, 2024
/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 $185,000,000
in aggregate principal amount of its issued and outstanding
3.75% convertible senior unsecured debentures due March 1, 2026 ("Debentures"). The
Offer commences today and will expire on June 21, 2024, unless extended, varied or
withdrawn.
The Offer is being made at a purchase price equal to
$900 per $1,000 principal amount of Debenture (the
"Purchase Price") representing a maximum aggregate purchase
price of $166,500,000.
Debentureholders who deposit their Debentures will not be entitled
to receive accrued and unpaid interest on the Debentures.
The Offer is optional for all debentureholders, who are free to
choose whether to participate and how many Debentures to tender.
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.
If debentureholders representing at least 90% of the outstanding
principal amount of the Debentures tender their Debentures to and
accept the Offer, the Company may exercise its rights pursuant to
Article 12 of the trust indenture governing the Debentures dated
February 23, 2021 between the Company
and Computershare Trust Company of Canada (the "Trust Indenture") to
acquire Debentures held by the Dissenting Debentureholders (as such
term is defined in the Trust Indenture) for the same consideration
per Debenture payable or paid, as the case may be, under the
Offer.
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.
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 May 14, 2024,
the fair market value of the Debentures falls within the range of
$825 to $865 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.
ABOUT DYE & DURHAM
LIMITED
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.
FORWARD LOOKING
INFORMATION
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.
SOURCE Dye & Durham Limited