TORONTO, Dec. 22,
2022 /CNW/ - Dye & Durham Limited ("Dye
& Durham") (TSX: DND) announced today that it will take up
and purchase for cancellation 10,344,827 of its common shares (the
"Common Shares") at a purchase price of $14.50 per Common Share under Dye & Durham's
substantial issuer bid (the "Offer"), for aggregate
consideration of approximately $150.0
million.
Common Shares purchased under the Offer represent approximately
15.6% of the issued and outstanding Common Shares on a non-diluted
basis as at November 10, 2022, the
date the Offer was publicly announced. After giving effect to the
Offer, 56,099,311 Common Shares will be issued and outstanding.
Based on the final count by Computershare Investor Services
Inc., the depositary for the Offer (the "Depositary"), a
total of 12,526,142 Common Shares were properly tendered to
the Offer and not withdrawn. As the Offer was oversubscribed,
shareholders who made auction tenders at prices from $12.50 to $14.50
per Common Share and purchase price tenders will have approximately
94% of their successfully tendered Common Shares purchased by Dye
& Durham, other than "odd lot" tenders, which are not subject
to proration.
Payment for the purchased Common Shares will be effected by the
Depositary in accordance with the Offer and applicable law. Any
Common Shares not purchased, including such Common Shares not
purchased as a result of proration or Common Shares tendered at a
purchase price per Common Share above $14.50 per Common Share, will be returned to
shareholders promptly by the Depositary.
The full details of the Offer are described in the offer to
purchase and issuer bid circular dated November 11, 2022, 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.
To assist shareholders in determining the tax consequences of
the Offer, Dye & Durham estimates that for the purposes of the
Income Tax Act (Canada),
the paid-up capital per Common Share is approximately $12.67. Given that the purchase price of
$14.50 per Common Share exceeds the
paid-up capital per Common Share, shareholders who have sold Common
Shares to Dye & Durham under the Offer will be deemed to have
received a taxable dividend as a result of such sale for Canadian
federal income tax purposes equal to the amount by which the
purchase price per Common Share exceeds the paid-up capital per
Common Share. The dividend deemed to have been paid by Dye &
Durham to Canadian resident persons is designated as an "eligible
dividend" for purposes of the Income Tax Act (Canada) and any corresponding provincial and
territorial tax legislation.
The "specified amount" for purposes of subsection 191(4) of the
Income Tax Act (Canada) is
$12.01, being the closing trading
price for the Common Shares on the TSX on December 16, 2022. Shareholders should consult
with their own tax advisors with respect to the income tax
consequences of the disposition of their Common Shares under the
Offer.
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. 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 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. Dye & Durham 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.
Additional information can be found at www.dyedurham.com.
SOURCE Dye & Durham Limited