- In response to demand, Offer increased to acquire up to
$160 million (increased from
$100 million) aggregate principal
amount of the Original Debenture
- $140 million aggregate
principal amount of the 6.50% senior unsecured extendible
convertible debentures due November 1,
2028 to be issued, assuming take up and payment of the full
$160 million aggregate principal
amount of 3.75% senior unsecured convertible debentures due
March 1, 2026
TORONTO, Jan. 5, 2024
/CNW/ - Dye & Durham Limited (TSX: DND) ("Dye &
Durham" or the "Company"), one of the world's largest
providers of cloud-based legal practice management software
designed to make managing a law firm, organizing cases, and
collaborating with clients easy, today announced that it, in
response to demand, it has upsized and, in accordance with
regulatory requirements, extended its existing substantial issuer
bid (the "Offer") to purchase for cancellation a portion of
its issued and outstanding 3.75% senior unsecured convertible
debentures due March 1, 2026 (the
"Original Debentures"). The Offer is part of Dye &
Durham's plan, first announced on October
20, 2023, to improve the flexibility of its balance sheet
and reduce its convertible debt.
Pursuant to the amendment and extension, the terms of which are
set out in a notice of variation and extension dated January 4, 2023 (the "Notice of
Variation"), the Company has offered to acquire up to
$160,000,000 aggregate principal
amount of the Original Debentures (increased from $100,000,000) on the basis of, and at the
election of the holder, for each $1,000 principal amount of Original Debentures:
(a) $753 in cash, subject to an
aggregate maximum of $36,144,000, (b)
$1,250 principal amount of 6.50%
senior unsecured extendible convertible debentures due November 1, 2028 (the "New Debentures"),
subject to an aggregate maximum of $140,000,000 (increased from $65,000,000), or (c) a combination of cash and
New Debentures. In addition, the Company has extended the expiry
date of the Offer to 5:00 p.m. (Eastern Time) on January 15, 2024,
unless further extended, varied or withdrawn by the Company.
In connection therewith, the Company has entered into a written
agreement with Canaccord Genuity Corp. ("Canaccord") to
extended the initial maturity date its outstanding New Debentures
from January 12, 2024 to January 22, 2024, or, if earlier, the date on
which the Company delivers to the debenture trustee a notice
declaring that the Company will not be proceeding with the
Offer.
All other terms of the Offer remain unchanged. Details of the
Offer, including instructions for tendering Original Debentures,
are included in the formal offer to purchase and issuer bid
circular dated November 1, 2023 (the
"Offer to Purchase") as amended by the Notice of Variation
(the Notice of Variation together with the with the Offer to
Purchase, the letter of transmittal, and the notice of guaranteed
delivery, the "Offer Documents"). The Notice of Variation
will be mailed to debentureholders, filed with applicable Canadian
securities regulatory authorities and made available without charge
on SEDAR+ at www.sedarplus.ca. Debentureholders should carefully
read the Offer Documents prior to making a decision with respect to
the Offer.
In connection with the upsized Offer, the Company has also
amended and restated a support agreement previously entered into in
connection with the Offer. In the aggregate, debentureholders
signing support agreements have agreed to tender approximately
$143,480,000 aggregate principal
amount of Original Debentures to the Offer.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any state in which such offer, solicitation or sale
would be unlawful. The securities being offered have not been, nor
will they be, registered under the United States Securities Act of
1933, as amended, and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
United States Securities Act of 1933, as amended, and applicable
state securities laws.
About Dye & Durham
Dye & Durham Limited provides premier 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, Australia and South
Africa. Additional information can be found at
www.dyedurham.com.
Forward-looking
Statements
This press release may contain forward-looking information
within the meaning of applicable securities laws, which reflects
the Company's current expectations regarding future events,
including with respect to the Company's strategic review of its
non-core assets, the independent growth thereof, the timing and
completion of the Offer as amended by the Notice of Variation, the
number of Original Debentures that will be taken up and paid for
and ultimately remain outstanding following such take up and
payment, and in respect of the Company's plan to improve the
flexibility of its balance sheet and reduce its convertible debt.
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 the Company'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 risk
that the Company is not able to effect a transaction in respect of
its non-core assets and, that if it is, the results do not result
in deleveraging, and the factors discussed under "Risk Factors" in
the Company's most recent annual information form and "Risks and
Uncertainties" in the Company's most recent management discussion
& analysis on SEDAR+ at www.sedarplus.ca. 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.
SOURCE Dye & Durham Limited