TORONTO, Jan. 16,
2024 /CNW/ - Dye & Durham Limited (the
"Company" or "Dye & Durham") (TSX: DND) announced
today that its substantial issuer bid (the "Offer") to
purchase up to $160,000,000 in
aggregate principal amount of 3.75% Senior Unsecured Convertible
Debentures due March 1, 2026 (the
"Original Debentures") has been oversubscribed. As the Offer
is oversubscribed, and assuming no withdrawals prior to the take up
and payment for the tendered Original Debentures, elections made by
holders of the Original Debentures tendering to the offer are
subject to proration as described in the Offer to Purchase and
Circular and Notices of Variations (each as defined below).
Of the $160,000,000 in aggregate
principal amount of Original Debentures expected to be taken up
under the Offer, Dye & Durham will (i) pay $36,144,000 in cash in consideration of
$48,000,000 in principal amount of
Original Debentures for which a cash consideration election was
made; and (ii) issue $140,000,000 in
principal amount of 6.50% senior unsecured extendible convertible
debentures due November 1, 2028 (the
"New Debentures") in consideration of $112,000,000 in principal amount of Original
Debentures for which a New Debenture election was made.
Original Debentures purchased under the Offer represent
approximately 46.4% of the issued and outstanding principal amount
of Original Debentures as at October 20,
2023, the date the Offer was publicly announced. After
giving effect to the Offer, $185,000,000 in principal amount of Original
Debentures will be issued and outstanding and $160,425,000 in principal amount of New
Debentures (including previously issued New Debentures) will be
issued and outstanding.
Computershare Investor Services Inc., the depositary for the
Offer (the "Depositary"), will effect payment for the
purchased Original Debentures in respect of which a cash
consideration election was made in accordance with the Offer and
applicable law. Issuance of New Debentures, for the Original
Debentures in respect of which a New Debenture election was made,
will be effected by Computershare Trust Company of Canada, the debenture trustee for the New
Debentures (the "Debenture Trustee") in accordance with the
Offer and applicable law. Any Original Debentures not taken
up, including such Original Debentures not taken up because of
proration, will be returned to Debentureholders promptly by the
Depositary.
The full details of the Offer are described in the purchase
offer and issuer bid circular dated November
1, 2023 (together, the "Offer to Purchase and
Circular"), the notice of variation and extension dated
December 7, 2023, and the notice of
variation and extension dated January 4,
2024 (together the "Notices of Variation"), 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.sedarplus.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 Original Debentures.
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. 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