VALCOURT, QC, June 15, 2021 /CNW Telbec/ - BRP Inc. (TSX:
DOO) (NASDAQ: DOOO) today announced that the Board of Directors has
authorized the launch of a substantial issuer bid
(the "Offer") pursuant to which BRP will offer to
purchase for cancellation up to $350
million of its subordinate voting shares
(the "Shares"). All dollar amounts are in Canadian
dollars.
Subject to obtaining the necessary exemptive relief under
applicable securities laws in the United
States and Canada, the
Offer will proceed by way of a combination of a "modified Dutch
auction" and a proportionate tender. Holders of Shares and multiple
voting shares wishing to tender to the Offer will be entitled to do
so pursuant to: (i) auction tenders in which they will specify
the number of Shares being tendered at a price of not less than
$94.00 and not more than $113.00 per Share in increments of $0.25 per Share, (ii) purchase price tenders
in which they will not specify a price per Share, but will rather
agree to have a specified number of Shares purchased at the
purchase price to be determined by auction tenders, or
(iii) proportionate tenders in which they will agree to sell,
at the purchase price to be determined by auction tenders, a number
of Shares that will result in them maintaining their proportionate
equity ownership in BRP following completion of the Offer.
Shareholders who validly deposit Shares or multiple voting shares
without specifying the method in which they are tendering such
shares will be deemed to have made a purchase price tender.
Holders of multiple voting shares will be entitled to
participate in the Offer. Multiple voting shares taken up by BRP
will be converted into Shares on a one-for-one basis immediately
prior to take up. Beaudier Inc. and 4338618 Canada Inc., which
collectively hold approximately 27.7% of BRP's issued and
outstanding Shares and multiple voting shares, have advised BRP
that they will make proportionate tenders in connection with the
Offer in order to maintain their proportionate equity ownership in
BRP following completion of the Offer.
As of close of business yesterday, BRP had
40,100,015 Shares and 43,891,671 multiple voting shares
issued and outstanding.
The purchase price to be paid by BRP for each validly deposited
Share will be determined upon expiry of the Offer and will be based
on the number of Shares validly deposited pursuant to auction
tenders and purchase price tenders, and the prices specified by
shareholders making auction tenders. As a result, BRP's
shareholders who tender their Shares (other than Beaudier Inc. and
4338618 Canada Inc. and shareholders who make a Proportionate
Tender) will set the purchase price for the Offer. The purchase
price will be the lowest price (which will not be more than
$113.00 per Share and not less than
$94.00 per Share) which enables
BRP to purchase Shares up to the maximum amount available for
auction tenders and purchase price tenders, determined in
accordance with the terms of the Offer. Shares deposited at or
below the purchase price as finally determined by BRP will be
purchased at such purchase price. Shares that will not be taken up
in connection with the Offer, including Shares deposited pursuant
to auction tenders at prices above the purchase price, will be
returned to the shareholders.
If the aggregate purchase price for Shares validly tendered
pursuant to auction tenders and purchase price tenders is greater
than the amount available for auction tenders and purchase price
tenders (after taking into consideration the proportionate
tenders), BRP will purchase Shares from the holders of Shares who
made purchase price tenders or tendered at or below the purchase
price as finally determined by BRP on a pro rata basis,
except that "odd lot" holders (holders of less than 100 Shares)
will not be subject to proration.
BRP expects to mail the formal offer to purchase, issuer bid
circular, letter of transmittal, notice of guaranteed delivery and
other related documents (the "Offer Documents") containing
the terms and conditions of the Offer, instructions for tendering
Shares or multiple voting shares, and the factors considered by
BRP, its Special Committee and its Board of Directors in making its
decision to approve the Offer, among other things, on or about
June 18, 2021. The Offer Documents
will be filed with the applicable securities regulators in
the United States and Canada and will be available free of charge on
SEDAR at www.sedar.com and on EDGAR at www.sec.com.
Shareholders should carefully read the Offer Documents prior to
making a decision with respect to the Offer.
The Offer will not be conditional upon any minimum number of
Shares being tendered. The Offer will, however, be subject to other
conditions described in the Offer Documents and BRP will reserve
the right, subject to applicable laws, to withdraw, extend or vary
the Offer, if, at any time prior to the payment of deposited
Shares, certain events occur. The Offer is expected to commence on
June 18, 2021 and remain open for
acceptance until 11:59 p.m.
(Montreal time) on July 23, 2021, unless withdrawn, extended or
varied by BRP.
BRP's Board of Directors has approved the making of the Offer
and the purchase price for Shares upon recommendation of its
Special Committee. However, none of BRP, its Special Committee, its
Board of Directors, the dealer manager or the depositary makes any
recommendation to any shareholder as to whether to deposit or
refrain from depositing any Shares under the Offer. Shareholders
are urged to carefully evaluate all information in the Offer,
consult their own financial, legal, investment and tax advisors and
make their own decisions as to whether to deposit Shares or
multiple voting shares under the Offer and, if so, how many such
shares to deposit and at what price or prices.
The Offer referred to in this press release has not yet
commenced. This press release is for informational purposes only
and does not constitute an offer to buy or the solicitation of an
offer to sell BRP's shares. The solicitation and the offer to buy
the Shares will only be made pursuant to Offer Documents to be
filed with the applicable securities regulators in Canada and the
United States and remains subject to obtaining the necessary
exemptive relief under applicable securities laws in the United States and Canada. The Offer
will be optional for all shareholders, who will be free to choose
whether to participate, how many Shares or multiple voting shares
to tender and, in the case of auction tenders, at what price to
tender within the specified range. Any Shareholder who does not
deposit any Shares (or whose Shares are not repurchased under the
Offer) will realize a proportionate increase in equity interest in
BRP, to the extent that Shares are purchased under the Offer.
BRP has retained RBC Capital Markets to act as financial advisor
and dealer manager in connection with the Offer and Computershare
Investor Services Inc. ("Computershare") to act as
depositary. Any questions or requests for information may be
directed to Computershare, as the depositary for the Offer, at
1–800-564-6253 (Toll Free – North
America) or 1-514-982-7555 (outside North America) or to RBC Capital Markets, as
dealer manager for the Offer, at 1-855-214-1269 (Toll Free).
About BRP
We are a global leader in the world of
powersports vehicles, propulsion systems and boats built on over 75
years of ingenuity and intensive consumer focus. Our portfolio of
industry-leading and distinctive products includes Ski-Doo and Lynx
snowmobiles, Sea-Doo watercraft, Can-Am on- and off-road vehicles,
Alumacraft, Manitou, Quintrex
boats and Rotax marine propulsion systems as well as Rotax engines
for karts and recreational aircraft. We complete our lines of
products with a dedicated parts, accessories and apparel business
to fully enhance the riding experience. With annual sales of CA$6.0
billion from over 130 countries, our global workforce is made up of
more than 14,500 driven, resourceful people.
www.brp.com
@BRPNews
Ski-Doo, Lynx, Sea-Doo, Can-Am, Rotax, Alumacraft, Manitou, Quintrex, Stacer, Savage, Evinrude
and the BRP logo are trademarks of Bombardier Recreational Products
Inc. or its affiliates. All other trademarks are the property of
their respective owners.
CAUTION CONCERNING FORWARD-LOOKING
STATEMENTS
Certain information included in this
release, including BRP's intention to undertake a substantial
issuer bid and the terms thereof (including the maximum dollar
value of Shares that BRP may purchase under the Offer, the timing
for launch and completion of the Offer and the price range within
which BRP will repurchase shares under the Offer) and other
statements that are not historical facts, are "forward-looking
statements" within the meaning of Canadian securities laws.
Forward-looking statements are typically identified by the use of
terminology such as "may", "will", "would", "should", "could",
"expects", "forecasts", "plans", "intends", "trends",
"indications", "anticipates", "believes", "estimates", "outlook",
"predicts", "projects", "likely" or "potential" or the negative or
other variations of these words or other comparable words or
phrases. Forward looking statements, by their very nature, involve
inherent risks and uncertainties and are based on several
assumptions, both general and specific, including that BRP may not
receive the necessary exemptive relief to proceed with the Offer
under applicable securities laws in the
United States and Canada on
the timeline anticipated, or at all. BRP cautions that its
assumptions may not materialize and that current economic
conditions render such assumptions, although believed reasonable at
the time they were made, subject to greater uncertainty. Such
forward-looking statements are not guarantees of future performance
and involve known and unknown risks, uncertainties and other
factors which may cause the actual results or performance of BRP or
the powersports or marine industry to be materially different from
the outlook or any future results or performance implied by such
statements. Further details and descriptions of these and other
factors are disclosed in the Offer and in BRP's annual information
form dated March 24,
2021.
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SOURCE BRP Inc.