09:35:20 EDT Sun 19 May 2024
Enter Symbol
or Name
USA
CA



Dye & Durham Ltd
Symbol DND
Shares Issued 55,590,463
Close 2023-05-11 C$ 17.55
Market Cap C$ 975,612,626
Recent Sedar Documents

Dye & Durham begins $15M substantial issuer bid

2023-05-12 12:04 ET - News Release

An anonymous director reports

DYE & DURHAM ANNOUNCES COMMENCEMENT OF ISSUER BID

Dye & Durham Ltd. has commenced and provided the terms of its previously announced substantial issuer bid under which the company will offer to repurchase for cancellation up to $15-million of its outstanding common shares. The offer commences today and will expire on June 16, 2023, unless extended, varied or withdrawn.

The offer is being made by way of a modified Dutch auction, which will allow shareholders who choose to participate in the offer to individually select the price, within a range of not less than $17 per common share and not more than $20 per common share (in increments of 10 cents per common share), at which they are willing to sell their common shares. Upon expiry of the offer, the company will determine the lowest purchase price (which will not be more than $20 per common share and not less than $17 per common share) that will allow it to purchase the maximum number of common shares tendered to the offer, and not withdrawn, having an aggregate purchase price not exceeding $15-million.

Shareholders who wish to participate in the offer will be able to do so through (i) auction tenders in which they specify the number of common shares being tendered at a specific price per common share, or (ii) purchase price tenders in which they agree to have a specified number of common shares purchased at the purchase price to be determined pursuant to the auction and have their common shares considered as having been tendered at the minimum price of $17 for the purposes of determining the purchase price. Shareholders who validly deposit common shares without specifying the method in which they are tendering their common shares will be deemed to have made a purchase price tender.

If the offer would result in an aggregate purchase price of more than $15-million, the company will purchase a pro rated portion of the common shares so tendered pursuant to auction tenders at or below the purchase price and purchase price tenders (after giving preferential treatment to odd lot holders).

During the six months ended May 9, 2023, the closing prices of the common shares on the Toronto Stock Exchange (TSX) have ranged from a low of $11.77, to a high of $22.55. The closing price of the common shares on the TSX on May 9, 2023 (the last full trading day before the company announced of its intention to make the offer) was $15.60.

The offer is optional for all shareholders, who are free to choose whether to participate, how many common shares to tender and, in the case of auction tenders, at what price to tender within the specified range. Any shareholders who do not deposit their common shares (or whose common shares are not repurchased under the offer) will realize a proportionate increase in their equity interest in the company, to the extent that common shares are purchased under the offer.

The offer will not be conditional upon any minimum number of common shares 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 common shares, certain events occur.

The formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery containing the terms and conditions of the offer and instructions for tendering common shares have been filed with the applicable securities regulators and mailed to registered shareholders. The offer documents are available under the company's SEDAR profile.

About Dye & Durham Ltd.

Dye & Durham 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. The company 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.

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