TORONTO, Dec. 4, 2024
/CNW/ - D2L Inc. (TSX: DTOL) ("D2L" or the
"Company"), a leading global learning technology company, today
announced that the Toronto Stock Exchange (the "TSX") has accepted
the Company's notice to launch a new Normal Course Issuer Bid (the
"Bid"). The Company previously implemented a normal course issuer
bid for its subordinate voting shares which expires on December 7, 2024.
Under the Bid, the Company may repurchase on the open market, at
its discretion during the period commencing on December 9, 2024 and ending on the earlier of
December 8, 2025 and the completion
of purchases under the Bid, up to 1,745,338 subordinate voting
shares, representing approximately 10.0% 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 subordinate voting shares on
the TSX during the six months ended November
30, 2024 was approximately 23,287 and, accordingly, daily
purchases on the TSX pursuant to the Bid will be limited to 5,821
subordinate voting shares, other than purchases made pursuant to
the block purchase exception. The actual number of subordinate
voting shares which may be purchased pursuant to the Bid and the
timing of any such purchases will be determined by the management
of the Company, subject to applicable law and the rules of the
TSX.
Purchases are expected to be made through the facilities of TSX
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 Company has agreed to enter into an automatic share
purchase plan (an "ASPP") with a designated broker to allow for the
purchase of subordinate voting shares under the Bid at times when
the Company would ordinarily not be permitted to purchase shares
due to regulatory restrictions or self-imposed blackout periods.
The ASPP has been cleared by the TSX and will be entered into in
connection with the commencement of the Bid. The Bid will be funded
using existing cash resources and cash generated from current and
ongoing operations, and any subordinate voting shares repurchased
by the Company under the Bid will be cancelled.
As of November 30, 2024, the
Company had 27,040,895 issued and outstanding subordinate voting
shares and a "public float" (within the meaning of the rules of the
TSX) of 17,453,380 subordinate voting shares.
The board of directors of the Company (the "Board") believes
that, from time to time, the market price of the subordinate voting
shares may not fully reflect the underlying value of the Company's
business. As a result, depending upon future price movements and
other factors, the Board believes that the purchase of its
subordinate voting shares under the Bid would be a desirable use of
corporate funds in the best interests of the Company. Furthermore,
any purchases would be expected to benefit all persons who continue
to hold subordinate voting shares by increasing their proportionate
equity interest in the Company as such repurchased subordinate
voting shares are cancelled.
Under its prior normal course issuer bid, the Company was
authorized to purchase up to 1,299,633 subordinate voting shares
and repurchased and cancelled 374,180 subordinate voting shares
(through November 30, 2024) at a
weighted average price of $10.93 per
share.
About D2L Inc. (TSX: DTOL)
D2L is transforming the way the world learns, helping
learners achieve more than they dreamed possible. Working closely
with customers all over the world, D2L is on a mission to make
learning more inspiring, engaging and human. Find out how D2L helps
transform lives and delivers outstanding learning outcomes in K-12,
higher education and business at www.D2L.com.
Forward-Looking Information
This press release includes statements containing
"forward-looking information" within the meaning of applicable
securities laws. In some cases, forward-looking information can be
identified by the use of forward-looking terminology such as
"plans", "expects", "budget", "scheduled", "estimates", "outlook",
"target", "forecasts", "projection", "potential", "prospects",
"strategy", "intends", "anticipates", "seek", "believes",
"opportunity", "guidance", "aim", "goal" or variations of such
words and phrases or statements that certain future conditions,
actions, events or results "may", "could", "would", "should",
"might", "will", "can", or negative versions thereof, "be taken",
"occur", "continue" or "be achieved", and other similar
expressions. Statements containing forward-looking information are
not historical facts, but instead represent management's
expectations, estimates and projections regarding future events or
circumstances.
This forward-looking information includes statements with
respect to the anticipated benefits of the Bid and the number of
Shares that may be purchased under the Bid.
Forward-looking information is based on certain assumptions,
expectations and projections, and analyses made by the Company in
light of management's experience and perception of historical
trends, current conditions and expected future developments and
other factors it believes are appropriate, including the following:
the availability of funds for repurchases of outstanding
subordinate voting shares under the Bid; the Company's ability to
win business from new customers and expand business from existing
customers; the timing of new customer wins and expansion decisions
by existing customers; the Company's ability to generate revenue
and expand its business while controlling costs and expenses; the
Company's ability to manage growth effectively; the Company's
ability to hire and retain personnel effectively; the effects of
foreign currency exchange rate fluctuations on our operations; the
ability to seek out, enter into and successfully integrate
acquisitions; business and industry trends, including the success
of current and future product development initiatives; positive
social development and attitudes toward the pursuit of higher
education; the Company's ability to maintain positive relationships
with its customer base and strategic partners; the Company's
ability to adapt and develop solutions that keep pace with
continuing changes in technology, education and customer needs; the
ability to patent new technologies and protect intellectual
property rights; the Company's ability to comply with security,
cybersecurity and accessibility laws, regulations and standards;
the assumptions underlying the judgments and estimates impacting on
financial statements; and the Company's ability to retain key
personnel; and that the list of factors referenced in the following
paragraph, collectively, do not have a material impact on the
Company.
Although the Company believes that the assumptions underlying
such forward-looking information were reasonable when made, they
are inherently uncertain and are subject to significant risks and
uncertainties and may prove to be incorrect. The Company cautions
investors that forward-looking information is not a guarantee of
the future and that actual results may differ materially from those
made in or suggested by the forward-looking information contained
in this press release. Whether actual results, performance or
achievements will conform to the Company's expectations and
predictions is subject to a number of known and unknown risks,
uncertainties and other factors, including but not limited to the
risks identified herein, including at "Summary of Factors
Affecting Our Performance" of the Company's Management's
Discussion and Analysis ("MD&A") for the three and nine months
ended October 31, 2024, or in the
"Risk Factors" section of the Company's most recently filed
Annual Information Form, as well as risks associated with using
funds to repurchase subordinate voting shares under the Bid or the
risk of a determination not to repurchase subordinate voting shares
under the Bid. If any of these risks or uncertainties materialize,
or if assumptions underlying the forward-looking information prove
incorrect, actual results might vary materially from those
anticipated in the forward-looking information.
Given these risks and uncertainties, investors are cautioned not
to place undue reliance on forward-looking information, including
any financial outlook. Any forward-looking information that is
contained in this press release speaks only as of the date of such
statement, and the Company undertakes no obligation to update any
forward-looking information or to publicly announce the results of
any revisions to any of those statements to reflect future events
or developments, except as required by applicable securities laws.
Comparisons of results for current and any prior periods are not
intended to express any future trends or indications of future
performance, unless specifically expressed as such, and should only
be viewed as historical data.
SOURCE D2L Inc.