TORONTO, June 19,
2023 /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 $15.0 million of its common shares (the
"Common Shares"). The offer expired at 5:00 PM (Eastern Time) on June 16, 2023.
All of the terms and conditions of the Offer have been complied
with or waived and, based on a preliminary count by TSX Trust
Company (the "Depositary"), Dye & Durham expects to take
up and purchase for cancellation 882,352 Common Shares at a
purchase price of $17.00 per
Common Share (the "Purchase Price"), for aggregate
consideration of approximately $15.0 million. The Common Shares expected to
be purchased under the Offer represent approximately 1.59% of the
issued and outstanding Common Shares on a non-diluted basis as at
May 10, 2023, the date the Offer was
publicly announced. After giving effect to the Offer, approximately
54,887,039 Common Shares are expected to be issued and
outstanding.
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 $17.00 per Common Share and not
more than $20.00 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
5,087,250 Common Shares were tendered to the Offer. As the
Offer was oversubscribed, shareholders who made auction tenders at
$17.00 per Common Share and
purchase price tenders are expected to have approximately 35.50% 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 $17.00 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 May
12, 2023, 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 provides premiere 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, and Australia.
Additional information can be found at www.dyedurham.com.
SOURCE Dye & Durham Limited