AutoCanada Announces Increase to Price Range and Extension of its Substantial Issuer Bid
EDMONTON, AB, Aug. 2, 2022 /CNW/ - AutoCanada Inc. ("AutoCanada" or the "Company") (TSX: ACQ) announced today the amendment of the terms of its previously announced substantial issuer bid (the "Offer") pursuant to which the Company will offer to purchase up to $100,000,000 in value of its outstanding common shares (the "Shares") from its shareholders ("Shareholders") to increase the price range at which Shares will be purchased in the Offer to a price of not less than $25.00 and not more than $28.00 (the "Enhanced Range"). The Enhanced Range varies the original price range of the Offer of not less than $22.00 and not more than $25.00. In connection with the variation of the price range of the Offer, the expiry date of the Offer has been extended to 5:00 p.m. (Toronto Time) on August 15, 2022, or such later date and time to which the Offer may be extended by AutoCanada (such time on such date, the "Expiration Date"). All other terms of the Offer remain unchanged.
As of August 1, 2022, there were 26,562,695 Shares issued and outstanding. Given the Enhanced Range, the Offer is for approximately 15.06% of the total number of issued and outstanding Shares if the purchase price is determined to be $25.00 (which is the minimum price per Share under the Enhanced Range of the Offer) or approximately 13.45% of the total number of issued and outstanding Shares if the purchase price is determined to be $28.00 (which is the maximum price per Share under the Enhanced Range of the Offer).
The Offer is being made by way of a "modified Dutch auction". Shareholders wishing to tender to the Offer will be entitled to do so pursuant to: (a) auction tenders in which they will specify the number of Shares being tendered at a price within the Enhanced Range of not less than $25.00 and not more than $28.00 per Share in increments of $0.25 per Share, or (b) purchase price tenders in which they will not specify a price per Share, but will rather agree to have a specified number of Shares purchased at the purchase price to be determined by auction tenders.
The cash purchase price to be paid by the Company for each validly deposited Share will be based on the number of Shares validly deposited pursuant to auction tenders and purchase price tenders, and the prices specified by Shareholders making auction tenders. The purchase price will be the lowest price which enables the Company to purchase the maximum number of Shares not exceeding an aggregate of $100,000,000 in value based on valid auction tenders and purchase price tenders, determined in accordance with the terms of the Offer. All Shares deposited at or below the finally determined purchase price will be purchased at such purchase price, subject to proration in accordance with the Offer. Shares that are not taken up in connection with the Offer, including Shares deposited pursuant to auction tenders at prices above the purchase price, will be returned to Shareholders.
If the aggregate purchase price for Shares validly tendered pursuant to auction tenders and purchase price tenders at or below the purchase price is greater than $100,000,000, the Company will purchase Shares from the holders of Shares who made purchase price tenders or tendered at or below the finally determined purchase price on a pro rata basis, except that "odd lot" holders (holders of less than 100 Shares) will not be subject to proration.
As a result of the variation of the Offer, any Shareholder who previously tendered their Shares to the Offer prior to the date hereof is advised that SUCH TENDER IS NO LONGER VALID and that the Shareholder WILL BE REQUIRED TO PROPERLY RETENDER THEIR SHARES in the manner described in the Notice of Variation (as defined below) in order to participate in the Offer. For greater certainty, any and all Shares previously tendered will be deemed to be withdrawn and will not be accepted for take-up and payment unless the Shareholder takes the additional steps described in the Notice of Variation. If you previously tendered your Shares and you do not properly retender your Shares in accordance with the procedures described in the Notice of Variation, your Shares will be returned to you by Computershare Investor Services Inc. ("Computershare"), the depositary for the Offer, promptly after the Expiration Date.
Details of the Offer, including instructions for tendering Shares, are included in the formal offer to purchase and issuer bid circular dated June 30, 2022, as amended by the notice of variation and extension to be issued this week (the "Notice of Variation"), amended letter of transmittal, amended notice of guaranteed delivery and other documents relating to the Offer (collectively, the "Offer Documents"). The Notice of Variation, amended letter of transmittal and amended notice of guaranteed delivery will be mailed to shareholders, filed with the applicable Canadian Securities Administrators and made available, without charge, on SEDAR at www.sedar.com.
The Offer is not conditional upon any minimum number of Shares being tendered. The Offer is, however, subject to other conditions and the Company reserves the right, subject to applicable laws, to withdraw or amend the Offer, if certain events occur at any time prior to payment for deposited Shares.
The closing price of the Shares on the TSX on July 29, 2022, the last full trading day prior to the Company's announcement of its intention to vary the terms of the Offer, was $25.92. Shareholders are cautioned to obtain a current quotation for the market price of the Shares prior to tendering to the Offer.
The Board of Directors of the Company has approved the Offer and the variation thereof pursuant to the Notice of Variation; however, none of the Company, its Board of Directors, Scotia Capital Inc. or Computershare makes any recommendation to any Shareholder as to whether to deposit or refrain from depositing Shares under the Offer. Shareholders are urged to evaluate carefully all information in the Offer Documents, consult their own financial, legal, investment and tax advisors and make their own decisions as to whether to deposit Shares under the Offer, and, if so, how many Shares to deposit and at what price or prices. This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares. The solicitation and the offer to buy Shares will only be made pursuant to the formal Offer Documents.
AutoCanada is a leading North American multi-location automobile dealership group currently operating 80 franchised dealerships, comprised of 28 brands, in eight provinces in Canada, as well as a group in Illinois, USA. AutoCanada currently sells Chrysler, Dodge, Jeep, Ram, FIAT, Alfa Romeo, Chevrolet, GMC, Buick, Cadillac, Ford, Infiniti, Nissan, Hyundai, Subaru, Audi, Volkswagen, Kia, Mazda, Mercedes-Benz, BMW, MINI, Volvo, Toyota, Lincoln, Acura, Honda and Porsche branded vehicles. Additionally, the Company's Canadian operations segment currently operates two used vehicle dealerships supporting the Used Digital Retail Division, the RightRide division operates seven locations, and four stand-alone collision centres (within our group of 18 collision centres). In 2021, our dealerships sold approximately 86,000 vehicles and processed over 800,000 service and collision repair orders in our 1,303 service bays generating revenue in excess of $4 billion.
Certain statements contained in this press release are forward-looking statements and information (collectively "forward-looking statements"), within the meaning of the applicable Canadian securities legislation. We hereby provide cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in these forward-looking statements. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result", "are expected to", "will continue", "is anticipated", "projection", "vision", "goals", "objective", "target", "schedules", "outlook", "anticipate", "expect", "estimate", "could", "should", "plan", "seek", "may", "intend", "likely", "will", "believe", "shall" and similar expressions) are not historical facts and are forward-looking and may involve estimates and assumptions and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict. Forward-looking statements included in this press release include statements relating to the terms of the Offer, the Expiration Date, the maximum aggregate value and purchase price of Shares to be purchased by the Company pursuant to the Offer, the maximum aggregate number of Shares that may be purchased pursuant to the Offer and the availability of the Offer Documents.
Although AutoCanada believes that the expectations reflected by the forward-looking statements presented in this press release and the Offer are reasonable, the forward-looking statements have been based on assumptions and factors concerning future events that may prove to be inaccurate. Those assumptions and factors are based on information currently available to management about the Company and the businesses in which it operates. Information used in developing forward-looking statements has been acquired from various sources including third-party consultants, suppliers, regulators, and other sources. Certain material assumptions in respect of forward-looking statements will be disclosed in the Offer Documents to be filed by the Company in connection with the Offer.
Because actual results or outcomes could differ materially from those expressed in any forward-looking statements, readers should not place undue reliance on any such forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes will not occur. The risks, uncertainties and other factors, many of which are beyond the Company's control, that could influence actual results include, but are not limited to: the number of Shares validly tendered and taken up in the Offer; the ability to obtain financing for future acquisitions on favourable terms; the impact of the COVID-19 pandemic, including any impacts on the supply of vehicles; general economic conditions and local operations at the Company's dealerships or offices; the impact of the conflict in Ukraine on, among others, vehicle production and part shortages; rapid appreciation or depreciation of the Canadian dollar relative to the U.S. dollar; the ability to import vehicles and parts that are manufactured outside of Canada; a sustained downturn in consumer demand and economic conditions in key geographic markets; adverse conditions affecting one or more automobile manufacturers, including but not limited to bankruptcies/insolvency proceedings, recalls or class actions; the ability of consumers to access automotive loans and leases; competitive actions of other companies and generally within the automotive industry; AutoCanada's dependence on sales of new vehicles to achieve sustained profitability; levels of unemployment in AutoCanada's markets and other macroeconomic factors; AutoCanada's original equipment manufacturer's ("OEM") ability to provide a desirable mix of popular new vehicles; the ability to continue financing inventory under similar interest rates; AutoCanada's OEMs ability to continue to provide manufacturer incentive programs; the loss of key personnel and limited management and personnel resources; the ability to refinance or renew credit agreements in the future; changes in applicable environmental, taxation and other laws and regulations as well as how such laws and regulations are interpreted and enforced; fluctuations in foreign exchange rates and tax rates; fluctuating general economic cycles, consumer confidence, discretionary spending, fuel prices, interest rates and credit availability; risks inherent in the ability to generate sufficient cash flow from operations to meet current and future obligations; the impact of autonomous vehicles and ride-sharing services; the ability to obtain OEM approvals for acquisitions and the uncertainty related to the successful integration of such acquisitions.
The Company's Annual Information Form, the Offer Documents and other documents filed with or to be filed with securities regulatory authorities in connection with or prior to the expiration of the Offer (accessible through the SEDAR website at www.sedar.com) describe the risks, material assumptions and other factors that could influence actual results. Further, any forward-looking statement speaks only as of the date on which such statement is made. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on AutoCanada's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Additional risks and uncertainties not presently known to AutoCanada or that AutoCanada currently believes to be less significant may also adversely affect the Company. AutoCanada disclaims any intention or obligation to update or revise any forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
SOURCE AutoCanada Inc.