AutoCanada Announces Results of its Substantial Issuer Bid
EDMONTON, AB, Aug. 16, 2022 /CNW/ - AutoCanada Inc. ("AutoCanada" or the "Company") (TSX: ACQ) announced today the results of its "modified Dutch auction" substantial issuer bid (the "Offer"). Pursuant to the Offer, the Company offered to purchase up to $100,000,000 in value of its outstanding common shares (the "Shares") from its shareholders. Following the extension of the Offer announced on August 2, 2022, the Offer expired at 5:00 p.m. (Toronto time) on August 15, 2022.
Based on the count by Computershare Investor Services Inc., depositary for the Offer (the "Depositary"), the Company expects to take up and pay for approximately 1,159,707 Shares at a price of $28.00 per Share under the Offer, representing an aggregate purchase price of $32,471,796 and 4.37% of the total issued and outstanding Shares of the Company before giving effect to the Offer.
Details of the Offer are described in the notice of variation and extension dated August 3, 2022, which amended the original offer to purchase and issuer bid circular dated June 30, 2022, as well as in the related amended and restated letter of transmittal and notice of guaranteed delivery dated August 3, 2022, copies of which were filed and are available on SEDAR at www.sedar.com.
As the total number of Shares tendered was less than the total that could have been purchased by the Company under the terms of the Offer, all Shares validly deposited and not withdrawn prior to the expiry of the Offer will be purchased at the maximum purchase price offered under the Offer and no proration will be required.
After giving effect to the Offer, AutoCanada expects to have 25,402,988 Shares issued and outstanding.
Payment and settlement of the purchased Shares will be effected by the Depositary prior to August 19, 2022 in accordance with the settlement procedures described in the Offer.
The "specified amount" for purposes of subsection 191(4) of the Income Tax Act (Canada) in respect of each Share is $27.80.
This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell the Shares.
Any questions or requests for information regarding the Offer should be directed to Computershare Investor Services Inc., as the Depositary, at: firstname.lastname@example.org.
AutoCanada is a leading North American multi-location automobile dealership group currently operating 81 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 10 locations, and five stand-alone collision centres (within our group of 20 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 in this press release include information relating to the completion of the Offer, the number of Shares to be purchased by the Company pursuant to the Offer and the timing of payment for Shares purchased pursuant to the Offer.
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.
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 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 securities regulatory authorities in connection with 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.