Richmond, B.C. - MacDonald, Dettwiler and Associates Ltd. (TSX: MDA), a provider of essential information solutions, announced today that the Company intends to make a substantial issuer bid (the “Offer”), pursuant to which the Company will offer to purchase for cancellation up to
$500 million in value of its outstanding common shares (“Shares”) from shareholders. The Offer will proceed by way of a modified “Dutch Auction” and the range of Offer prices will be $53.00 to $60.00 per Share (with increments of $0.50 within that range). The maximum purchase price under the Offer represents a premium of approximately 11% over the daily volume weighted average trading price of the Shares on the TSX for the prior 30 trading days.
The Company sold its Property Information Business in January 2011. The Board of Directors of MDA (the “Board”) has determined that the Offer is in the best interest of the Company and its shareholders and is the most equitable and efficient way to distribute up to $500 million to its shareholders while proportionately increasing the equity interest in the Company of shareholders who do not tender to the Offer. After giving effect to the Offer, the Company will continue to have sufficient financial resources and working capital to conduct its ongoing business and operations and the Offer is not expected to preclude MDA from pursuing strategic acquisitions, its foreseeable business opportunities or the future growth of the Company’s business.
The modified Dutch Auction tender process allows shareholders to individually select the price, within the specified range, at which they are willing to sell all or a portion of their Shares. When the Offer expires, MDA will select the purchase price (“Purchase Price”) which will be the lowest tendered price within the range of prices allowing it to buy up to $500 million of the Shares validly tendered to the Offer. All Shares tendered at or below the selected price level will be bought at the Purchase Price, subject to pro-ration in the event that the aggregate cost to purchase all the Shares (including the purchase of odd lots tendered) exceeds $500 million. All Shares tendered at prices higher than the Purchase Price will be returned to shareholders. The Company will fund any purchase of Shares pursuant to the Offer from available cash on hand.
The Offer will be for up to approximately 23% of the total number of issued and outstanding common shares (based on a Purchase Price equal to the minimum purchase price per Share of $53.00 and 41,182,592 Shares outstanding on July 28, 2011).
The Offer will not be conditional on any minimum number of Shares being tendered to the Offer, but will be subject to other conditions customary for transactions of this nature. It is anticipated that the formal offer to purchase, issuer bid circular and other related documents (“Offer Documents”), containing the terms and conditions of the Offer and instructions for tendering Shares will be mailed to shareholders and filed with the applicable regulators and available on SEDAR at www.sedar.com on or about August 22, 2011. The Offer will remain open for acceptance for at least 35 days after the date of commencement, unless withdrawn or extended by the Company.
The Board has authorized the making of the Offer. Neither the Company nor its Board makes any recommendation to shareholders as to whether to tender or refrain from tendering their Shares to the Offer. Shareholders are urged to consult their own financial, tax and legal advisors and to make their own decisions whether to tender or to refrain from tendering their Shares to the Offer and, if so, how many Shares to tender and at what price or prices.
Further information, including the factors considered by the Company and the Board in making its decision to authorize making the Offer, along with the terms and conditions of the Offer, will be contained in the Offer Documents that will be mailed to shareholders and available on SEDAR when the Offer is formally commenced.
This press release is for information purposes only and is not an offer to buy or the solicitation of and offer to sell any Shares.
MDA provides advanced information solutions that capture and process vast amounts of data, produce essential information, and improve the decision making and operational performance of business and government organizations worldwide.
Focused on markets and customers with strong repeat business potential, MDA delivers a broad spectrum of information solutions, ranging from complex operational systems, to tailored information services, to electronic information products.
The Company's common shares trade on the Toronto Stock Exchange under the symbol TSX:MDA.
This release contains forward-looking statements and information, which reflect the current view of MacDonald, Dettwiler and Associates Ltd. (“MDA”) with respect to future events and financial performance. The forward-looking statements in this regard include statements regarding the purchase of common shares pursuant to an issuer bid. Any such forward-looking statements are based on MDA’s current expectations, estimates, projections and assumptions in light of its experience and its perception of historical trends. The factors and assumptions underlying the forward-looking statements in this release include the conditions customary for transactions of this nature being satisfied. Any such forward-looking statements may be subject to a number of risks and uncertainties that could cause actual results to differ materially from current expectations. MDA cautions readers that should certain risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary significantly from those expected.
For additional information with respect to certain risks or factors, reference should be made to MDA’s continuous disclosure materials filed from time to time with Canadian securities regulatory authorities, which are available online at www.sedar.com or on MDA’s website at www.mdacorporation.com.
The Toronto Stock Exchange has neither approved nor disapproved the form or content of this release.