AUTOCANADA ANNOUNCES INTENTION TO COMMENCE SUBSTANTIAL ISSUER BID
EDMONTON, AB, Nov. 9, 2022 /CNW/ - AutoCanada Inc. ("AutoCanada" or the "Company") (TSX: ACQ) announced today its intention to commence a substantial issuer bid to purchase up to $50,000,000 of its common shares from its shareholders for a minimum price of $25.00 per share and a maximum price of $28.00 per share by way of a "modified Dutch auction". The bid would be for approximately 7.87% of the outstanding shares if the purchase price is determined to be $25.00 per share or approximately 7.03% of the outstanding shares if the purchase price is determined to be $28.00 per share.
Shareholders will be able to tender shares to the bid by way of (a) auction tenders in which they will specify the number of shares being tendered at a price 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 agree to have a specified number of shares purchased at the purchase price to be determined by auction tenders.
The price to be paid for each share will be based on the number of deposited shares 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 $50,000,000 in value. All shares deposited at or below the finally determined purchase price will be purchased at such purchase price, subject to proration. Shares that are not taken up under the bid, including shares deposited by way of auction tenders at prices above the final purchase price, will be returned to shareholders.
If the aggregate purchase price for shares tendered pursuant to auction tenders and purchase price tenders at or below the final purchase price is greater than $50,000,000, the Company will purchase shares from shareholders who made purchase price tenders or tendered at or below the final purchase price on a pro rata basis, except that "odd lot" holders (holders of less than 100 shares) will not be subject to proration.
The bid is expected to commence on November 11, 2022 and expire on December 16, 2022. The bid will be subject to customary conditions but it will not be conditional on any minimum number of shares being tendered.
Details of the bid will be included in the formal offer to purchase and issuer bid circular and other related documents, which are expected to be filed on SEDAR at www.sedar.com and mailed to shareholders on November 11, 2022. Shareholders should carefully read the offer documents prior to making a decision with respect to the bid.
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.
Any questions or requests for information regarding the bid should be directed to Computershare Investor Services, the depositary for the bid, at: email@example.com, or the Company, 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. In addition, AutoCanada's Canadian Operations segment currently operates 3 used vehicle dealerships and 1 used vehicle auction business supporting the Used Digital Retail Division, 11 RightRide division locations, and 9 stand-alone collision centres within our group of 24 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 substantial issuer bid, the commencement and expiration date of the substantial issuer bid, the maximum aggregate value and purchase price of shares to be purchased by the Company pursuant to the substantial issuer bid, the maximum aggregate number of shares that may be purchased pursuant to the substantial issuer and the expected mailing date and filing date 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 substantial issuer bid.
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 substantial issuerbid; 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 manufacturers ("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.