TORONTO, Dec. 19,
2022 /CNW/ - Dye & Durham Limited ("Dye &
Durham" or the "Company") (TSX: DND) announced today the
preliminary results of its substantial issuer bid (the
"Offer") to purchase for cancellation up to $150.0 million of its common shares (the
"Common Shares"). The offer expired at 5:00 PM (Eastern Time) on December 16, 2022.
All of the terms and conditions of the Offer have been complied
with or waived and, based on a preliminary count by
Computershare Investor Services Inc. (the "Depositary"), Dye
& Durham expects to take up and purchase for cancellation
10,344,827 Common Shares at a purchase price of $14.50 per Common Share (the "Purchase
Price"), for aggregate consideration of approximately
$150.0 million. The Common Shares
expected to be purchased under the Offer represent approximately
15.6% of the issued and outstanding Common Shares on a non-diluted
basis as at November 10, 2022, the
date the Offer was publicly announced. After giving effect to the
Offer, approximately 56,095,311 Common Shares are expected to be
issued and outstanding.
The Company also purchased 2,800,000 Common Shares pursuant to
its normal course issuer bid (the "NCIB") in the second
quarter of fiscal 2023 for aggregate consideration of approximately
$46.2 million, which Common Shares
have been cancelled. After giving effect to the Offer and the NCIB,
approximately 13,144,827 Common Shares have been repurchased by the
Company representing approximately 19% of the Common Shares that
were issued and outstanding prior to the commencement of the
NCIB.
The Offer was made by way of a "modified Dutch auction", which
allowed shareholders who chose to participate in the Offer to
individually select the price, within a price range of not less
than $12.50 per Common Share and not
more than $15.00 per Common Share (in
increments of $0.10 per Common
Share), at which they were willing to sell their Common Shares.
Based on the Depositary's preliminary count, approximately
12,526,142 Common Shares were tendered to the Offer. As the Offer
was oversubscribed, shareholders who made auction tenders at prices
from $12.50 to $14.50 per Common Share and purchase price
tenders are expected to have approximately 94% of their
successfully tendered Common Shares purchased by Dye & Durham,
other than "odd lot" tenders, which are not subject to proration.
Shareholders who made auction tenders at a price in excess of
$14.50 per Common Share will have
their Common Shares returned by the Depositary.
The number of Common Shares to be purchased under the Offer and
the Purchase Price are preliminary, subject to verification by the
Depositary and assume that all Common Shares tendered through
notices of guaranteed delivery will be delivered within the two
trading day settlement period. Dye & Durham will announce the
final results following completion of take-up of the Common
Shares.
The full details of the Offer are described in the offer to
purchase and issuer bid circular dated November 11, 2022, as well as the related letter
of transmittal and notice of guaranteed delivery, copies of which
were filed and are available on SEDAR at www.sedar.com.
This news release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell Common Shares.
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