TORONTO, Dec. 13,
2022 /CNW/ - Dye & Durham Limited ("Dye &
Durham") (TSX: DND) announced today that the Ontario Securities
Commission (the "OSC") has granted an exemptive relief order
(the "Relief Order") exempting Dye & Durham from
complying with the requirement that Dye & Durham first takes up
all of its common shares (the "Common Shares") deposited
under its currently underway substantial issuer bid (the
"Offer") before extending the expiration date of the Offer,
if Dye & Durham ultimately determines to extend the Offer in
the circumstance where the Offer is undersubscribed.
Under the Offer, Dye & Durham will offer to repurchase for
cancellation up to $150,000,000 of
its outstanding Common Shares. The Offer by Dye & Durham is
being made by way of a "modified Dutch Auction", allowing
shareholders who choose to participate in the Offer to individually
select the price, within a price range of not less than
$12.50 and not more than $15.00 per Common Share (in increments of
$0.10 per Common Share), at which
they will tender their Common Shares to the Offer. Upon expiry of
the Offer, Dye & Durham will determine the lowest purchase
price (which will not be more than $15.00 per Common Share and not less than
$12.50 per Common Share) that will
allow it to purchase the maximum number of Common Shares properly
tendered to the Offer, and not properly withdrawn, having an
aggregate purchase price not exceeding $150,000,000. Please refer to Dye & Durham's
press release dated November 11, 2022
for further details regarding the Offer.
The Offer is not conditional upon any minimum number of Common
Shares being tendered. The Offer is, however, subject to other
conditions described in the formal offer to purchase and issuer bid
circular, letter of transmittal and notice of guaranteed delivery
(collectively, the "Offer Documents"), filed by Dye &
Durham with the applicable securities regulators and available
under Dye & Durham's SEDAR profile at www.sedar.com.
The Offer is currently open for acceptance until 5:00 PM (Eastern Time) on December 16, 2022 (the "Expiration Date"),
unless withdrawn, extended or varied by Dye & Durham. Dye &
Durham reserves the right, in its sole discretion (i) to terminate
the Offer and not take up and pay for any Common Shares not
theretofore taken up and paid for upon the occurrence of certain
events and (ii) at any time or from time to time prior to the
Expiration Date, to amend the Offer in any respect, including
increasing or decreasing the number of Common Shares Dye &
Durham may purchase or the range of prices it may pay pursuant to
the Offer, subject to compliance with applicable securities
legislation.
As set out in the Issuer Bid Circular, Dye & Durham applied
for exemptive relief from the OSC to permit Dye & Durham to
extend the Offer in circumstances in which all of the terms and
conditions of the Offer have either been satisfied or waived by Dye
& Durham, without first taking up Common Shares which have been
deposited (and not withdrawn) before the Offer's expiry date (the
"Extension Relief"). On December 12,
2022, the OSC granted Dye & Durham the Relief Order
providing the Extension Relief which will allow Dye & Durham
to, subject to the conditions in the Relief Order, elect to extend
the Offer without first taking up all the Common Shares deposited
and not withdrawn under the Offer.
At this time, Dye & Durham has not yet determined if it will
extend the Offer, and the expiration of the Offer remains the
Expiration Date, which for greater certainty is December 16, 2022. Dye & Durham will
determine whether it will extend the expiration of the Offer beyond
the Expiration Date once it determines how many Common Shares have
been tendered (and not withdrawn) under the Offer, and considers
all relevant circumstances. In the event the Offer is extended, Dye
& Durham will provide a further news release disclosing the
details of such extension.
Dye & Durham has engaged Canaccord Genuity Corp. to act as
the dealer manager (the "Dealer Manager") for the Offer and
Computershare Investor Services Inc. to act as depositary (the
"Depositary"). Any questions or requests for information
regarding the Offer may also be directed to the Dealer Manager or
the Depositary.
This news release is for informational purposes only and is not
intended to and does not constitute an offer to purchase or the
solicitation of an offer to sell Common Shares. The solicitation
and the Offer are only being made pursuant to the Offer Documents
filed with securities regulatory authorities. The Offer is not be
made to, nor will tenders be accepted from or on behalf of, holders
of Common Shares in any jurisdiction in which the making or
acceptance of offers to sell Common Shares would not be in
compliance with the laws of that jurisdiction. The Board of
Directors of Dye & Durham has approved the Offer, however, none
of Dye & Durham, its Board of Directors, the Dealer Manager or
the Depositary makes any recommendation to shareholders as to
whether to tender or refrain from tendering any or all of their
Common Shares pursuant to the Offer, whether shareholders should
elect an auction tender or a purchase price tender or the purchase
price or prices at which shareholders may choose to tender Common
Shares. SHAREHOLDERS ARE STRONGLY URGED TO CAREFULLY READ THE OFFER
DOCUMENTS AND RELATED DOCUMENTS FILED WITH SECURITIES REGULATORY
AUTHORITIES, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Shareholders may obtain free copies
of the Offer Documents filed by Dye & Durham with the
applicable securities regulators and available under Dye &
Durham's SEDAR profile at www.sedar.com. Shareholders may also
obtain those materials from the Depositary. Shareholders are urged
to read those materials and evaluate carefully all information
related to the Offer, consult their own financial, legal,
investment and tax advisors and make their own decisions as to
whether to deposit Common Shares pursuant to the Offer and, if so,
how many Common Shares to deposit and at what price.
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.
SOURCE Dye & Durham Limited