TORONTO, Nov. 6, 2023
/CNW/ - Dye & Durham Limited ("Dye & Durham" or
the "Company") (TSX: DND), 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 the November 3, 2023 commencement of its substantial
issuer bid (the "Offer"), previously announced October 20, 2023, under which the Company will
offer to repurchase for cancellation up to $95,000,000 of its issued and outstanding
3.75% senior unsecured convertible debentures due March 1, 2026 ("Original
Debentures").
The Offer is part of Dye & Durham's plan, first announced on
October 20, to improve the
flexibility of its balance sheet and reduce its convertible debt.
Upon completion, the plan will reduce the balance of the Company's
Original Debentures by $95 million
and decrease its overall convertible debt by $10 million.
Dye & Durham will offer to exchange, at the election of the
Original Debenture holder, $1,000
principal amount of Original Debentures for (i) $750 cash, subject to a maximum aggregate payment
of $32,250,000, (ii) $1,250 principal amount of 6.50% unsecured
extendible convertible debentures due November 1, 2028 (the "New Debentures",
together with the Original Debentures, the "Debentures")
subject to an aggregate maximum of $65,000,000 of principal amount of New Debentures
or (iii) a combination of cash and New Debentures.
Additionally, the Company announced today that it has closed its
previously announced private placement of $20,425,000 aggregate principal amount of New
Debentures (the "Private Placement"). The proceeds of the
Private Placement will be used to fund a portion of the purchase
price of the Offer.
In support of the Offer, debentureholders of an aggregate
principal amount of $95,780,000 of
Original Debentures have agreed to tender such Original Debentures
to the Offer, with $43 million of
such Original Debentures to be tendered in exchange for cash and
the balance to be tendered in exchange for New Debentures. Tenders
to the Offer in excess of $32,250,000
of cash or $65,000,000 principal
amount of New Debentures will be subject to pro ration.
Debentureholders who deposit their Original Debentures will not be
entitled to receive accrued and unpaid interest on the Original
Debentures.
The Offer is optional for all debentureholders, who are free to
choose whether to participate and how many Original Debentures to
tender.
The Offer will not be conditional upon any minimum number of
Original Debentures being tendered. The Offer will, however, be
subject to other conditions and the Company reserves the right,
subject to applicable laws and contractual obligations, to withdraw
or amend the Offer, if, at any time prior to the payment of
deposited Original Debentures, certain events occur. The Original
Debentures are not, and the New Debentures will not be, listed or
posted for trading on any stock exchange or marketplace.
The formal offer to purchase and issuer bid circular, letter of
transmittal and notice of guaranteed delivery (collectively, the
"Offer Documents") containing the terms and conditions of
the Offer and instructions for tendering Debentures have been filed
with the applicable securities regulators and mailed to registered
debentureholders. The Offer Documents are available under the
Company's SEDAR+ profile at www.sedarplus.ca.
INFOR Financial Inc. ("INFOR Financial") was engaged by
the board of directors of the Company as the independent valuator
to prepare formal valuations of the Debentures in accordance with
applicable Canadian securities laws (the "Formal
Valuations"). The Formal Valuations contain INFOR
Financial's opinion that, based on the scope of its review and
subject to the assumptions, restrictions and limitations provided
therein, as of October 19, 2023, the
fair market value of the (a) Original Debentures falls within the
range of $660 to $725 per $1,000
principal amount of Original Debenture and (b) New Debentures falls
within the range of $600 to
$695 per $1,000 principal amount of New Debenture. Copies
of the Formal Valuations are included with the Offer Documents. The
Formal Valuations are not, and should not be construed to be, a
recommendation to a debentureholder or to others, to take any
course of action.
Canaccord Genuity Corp. ("Canaccord") acted as
underwriter for the Private Placement. Goodmans LLP acted as legal
counsel to the Company, and Bennett Jones LLP acted as legal
counsel to Canaccord in connection with the Private Placement.
None of the Company, its directors, INFOR Financial or any of
their respective affiliates makes any recommendation to
debentureholders as to whether to tender or refrain from tendering
any or all of their Original Debentures to the Offer. No securities
regulatory authority has either approved or disapproved the
contents of this news release. This press release is neither an
offer to purchase or sell nor a solicitation of an offer to sell or
buy, nor shall there be any sale or any acceptance of an offer to
buy these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The solicitation and the
offer to purchase Original Debentures by the Company is being made
only pursuant to the Offer Documents. Debentureholders of the
Company are urged to read the Offer Documents carefully and to
consult with their own financial, tax and legal advisors prior to
making any decision with respect 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.
FORWARD LOOKING
INFORMATION
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 regarding the timing and completion of the Offer and
impact of the Offer on the Company's shareholders and
debentureholders, 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
factors discussed under "Risk Factors" in the Company's most recent
annual information form 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.
ABOUT DYE & DURHAM
LIMITED
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.
SOURCE Dye & Durham Limited