The Ontario Securities Commission granted Dye & Durham Limited (the Filer) an exemption from the requirement under subsection 2.32(4) of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104). This requirement stipulates that an issuer must take up all securities validly deposited and not withdrawn before extending an issuer bid, provided all terms and conditions have been met or waived. The exemption was sought in connection with the Filer’s proposed purchase of a portion of its issued and outstanding common shares through an issuer bid, which commenced on May 12, 2023.
The Filer is a corporation in good standing under the Business Corporations Act (Ontario) and is a reporting issuer in Ontario. It is not in default of any securities legislation requirements. The Filer’s common shares are listed on the Toronto Stock Exchange under the symbol DND.
The board of directors believes that the share purchase offer is in the best interests of the Filer and its shareholders, providing an efficient means of delivering value and a prudent use of financial resources. The offer is structured as a modified Dutch auction with a specified price range, and the Filer intends to fund the purchase from its credit facility or available cash.
The exemption allows the Filer to extend the offer without first taking up all deposited shares, enabling a final determination of the purchase price based on all shares tendered during the initial and any extension period. Shareholders may withdraw their shares at any time before the expiration of an extension period.
The Filer is relying on the liquid market exemption from the formal valuation requirements under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), as there was a liquid market for the common shares at the time the offer was announced.
The exemption was granted subject to conditions that the Filer takes up and pays for the deposited shares as outlined in the issuer bid circular, remains eligible for the liquid market exemption, and issues a press release announcing the exemption within one business day of receipt. The decision was made by David Mendicino, Manager of the Office of Mergers & Acquisitions at the Ontario Securities Commission.