Descartes Announces TSX Acceptance of Normal Course Issuer Bid
08 June 2022 - 7:05AM
Descartes Systems Group (TSX: DSG) (Nasdaq: DSGX), the global
leader in uniting logistics-intensive businesses in commerce, today
announced that the Toronto Stock Exchange (the TSX) has accepted
Descartes’ notice to launch a Normal Course Issuer Bid (the Bid).
Under the Bid, the Company may, and intends to,
repurchase on the open market, at its discretion during the period
commencing on June 10, 2022 and ending on the earlier of June 9,
2023 and the completion of purchases under the Bid, up to 7,389,623
common shares, representing approximately 8.7% of the issued and
outstanding common shares and approximately 10% of the "public
float" (within the meaning of the rules of the TSX), subject to the
normal terms and limitations of such bids. Under the TSX rules, the
average daily trading volume of the common shares on the TSX during
the six months ended May 31, 2022 was approximately 197,218 and,
accordingly, daily purchases on the TSX pursuant to the Bid will be
limited to 49,304 common shares, other than purchases made pursuant
to the block purchase exception. The actual number of common shares
which may be purchased pursuant to the Bid and the timing of any
such purchases will be determined by the management of Descartes,
subject to applicable law and the rules of the TSX. In accordance
with the TSX rules, the maximum number of common shares which may
be repurchased for cancellation under the Bid will be reduced by
the number of any common shares purchased for delivery pursuant to
stock-based compensation plans.
Purchases are expected to be made through the
facilities of TSX, Nasdaq, other designated exchanges and/or
alternative Canadian trading systems, or by such other means as may
be permitted by the Ontario Securities Commission or other
applicable Canadian Securities Administrators, at prevailing market
prices. The Bid will be funded using existing cash resources and
any common shares repurchased by Descartes under the Bid will be
cancelled.
As of May 31, 2022, Descartes had 84,781,562
issued and outstanding common shares and a "public float" (within
the meaning of the rules of the TSX) of 73,896,230 common
shares.
Descartes believes that (i) the purchases will
be in the best interests of Descartes and constitute a desirable
use of its funds and (ii) the Bid will provide the flexibility to
manage Descartes’ capital position while generating value for
shareholders.
About Descartes Systems Group
Descartes (TSX: DSG) (Nasdaq: DSGX) is the
global leader in providing on-demand, software-as-a-service
solutions focused on improving the productivity, performance and
security of logistics-intensive businesses. Customers use our
modular, software-as-a-service solutions to route, schedule, track
and measure delivery resources; plan, allocate and execute
shipments; rate, audit and pay transportation invoices; access
global trade data; file customs and security documents for imports
and exports; and complete numerous other logistics processes by
participating in the world's largest, collaborative multimodal
logistics community. Our headquarters are in Waterloo, Ontario,
Canada and we have offices and partners around the world. Learn
more at www.descartes.com and connect with us on LinkedIn and
Twitter.
Descartes Investor ContactLaurie McCauley(519)
746-6114 x202358investor@descartes.com
Cautionary Statement Regarding Forward-Looking
Statements
This release contains forward-looking
information within the meaning of applicable securities laws
(forward-looking statements) that relate to: Descartes’ intention
to commence the Bid; the timing, quantity and funding of any
purchases of common shares under the Bid; the expected facilities
through which any such purchases may be made; and other matters.
These forward-looking statements are subject to risks and
uncertainties and are based on assumptions that may cause future
results to differ materially from those expected. The material
assumptions made in making these forward-looking statements include
the following: Descartes’ view with respect to its financial
condition and prospects; the stability of general economic and
market conditions and currency exchange rates; the availability of
cash resources for, and the permissibility under our credit
facility of, repurchases of outstanding common shares under the
Bid; the existence of potentially superior uses for Descartes’ cash
resources than common share repurchases; compliance by third
parties with their contractual obligations; compliance with
applicable laws and regulations pertaining to the Bid; that we will
continue to have sufficient financial resources to fund currently
anticipated financial actions and obligations and to pursue
desirable business opportunities. While management believes these
assumptions to be reasonable under the circumstances, they may
prove to be inaccurate. Such forward-looking statements also
involve known and unknown risks, uncertainties and other factors
that may cause the actual results, performance or achievements to
differ materially from the anticipated results, performance or
achievements or developments expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to: the availability of cash resources for, and the
permissibility under our credit facility of, repurchases of
outstanding common shares under the Bid; compliance with applicable
laws and regulations pertaining to normal course issuer bids; a
reduction in the size of our "public float" as a result of
repurchases made under the Bid; Descartes’ future capital
requirements; market and general economic conditions; demand for
our customers' products; and unforeseen legal or regulatory
developments, as well as the factors discussed in the section
entitled, "Certain Factors That May Affect Future Results" in
documents filed with the Securities and Exchange Commission, the
Ontario Securities Commission and other securities commissions
across Canada including Descartes most recently filed annual and
subsequent interim management's discussion and analysis. Readers
are cautioned not to place undue reliance upon any such
forward-looking statements, which speak only as of the date made.
Forward-looking statements are provided for the purposes of
providing information about management's current expectations and
plans relating to the future. Readers are cautioned that such
information may not be appropriate for other purposes. We do not
undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in our expectations or any change in events,
conditions or circumstances on which any such statement is based,
except as required by law.
Descartes Systems (TSX:DSG)
Historical Stock Chart
From Apr 2024 to May 2024
Descartes Systems (TSX:DSG)
Historical Stock Chart
From May 2023 to May 2024