AutoCanada Announces Results of its Substantial Issuer Bid
EDMONTON, AB, Dec. 19, 2022 /CNW/ - AutoCanada Inc. ("AutoCanada" or the "Company") (TSX: ACQ) announced today the results of its substantial issuer bid to purchase up to $50,000,000 in value of its common shares from its shareholders, which expired on December 16, 2022.
The Company expects to take up and pay for 1,851,851 shares at a price of $27.00 per share under the bid, representing an aggregate purchase price of $49,999,977 and 7.29% of the total outstanding shares before giving effect to the bid. After giving effect to the bid, AutoCanada expects to have 23,551,137 shares outstanding.
A total of 2,280,595 shares were tendered pursuant to auction tenders at or below the purchase price or purchase price tenders. Since the bid was oversubscribed, shareholders who made auction tenders at or below the purchase price or purchase price tenders will have approximately 81.17% of their tendered shares purchased by the Company (other than "odd lot" tenders, which are not subject to proration). Any shares not purchased under the bid, including shares not purchased as a result of proration or shares tendered pursuant to auction tenders at prices higher than the purchase price, will be returned to shareholders as soon as practicable by Computershare Investor Services Inc., the depositary for the bid.
Payment for and settlement of the purchased shares will be effected by the depositary on or before December 23, 2022. The "specified amount" for purposes of subsection 191(4) of the Income Tax Act (Canada) in respect of each share is $25.23, the closing price of the shares on the Toronto Stock Exchange on December 16, 2022. The deemed dividends arising for purposes of the Income Tax Act (Canada) as a result of a sale of the shares pursuant to the bid will be eligible dividends for Canadian federal and provincial dividend tax credit purposes.
Details of the issuer bid are described in the offer to purchase and issuer bid circular of AutoCanada dated November 11, 2022, and the related letter of transmittal and notice of guaranteed delivery, copies of which are available at www.sedar.com.
This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell shares.
Any questions or requests for information regarding the bid should be directed to Computershare Investor Services Inc. at: [email protected].
AutoCanada is a leading North American multi-location automobile dealership group currently operating 82 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 three used vehicle dealerships and one used vehicle auction business supporting the Used Digital Retail Division, 11 RightRide division locations, and nine 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.
Additional information about AutoCanada is available at www.autocan.ca and www.sedar.com.
Certain statements contained in this press release are forward-looking statements and information (collectively "forward-looking statements"), within the meaning of 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 issuer bid, the number of shares to be purchased by the Company pursuant to the bid and the timing of payment for shares purchased pursuant to the bid.
The forward-looking statements included in this press release are not guarantees of future performance and should not be unduly relied upon. Readers are cautioned that forward-looking statements are based on current expectations, estimates and projections that, by their nature, forward-looking statements involve a number of known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated and described in the forward-looking statements. These known and unknown risks and uncertainties include, but are not limited to: future operating results, the impact of the COVID-19 pandemic on our operations, events that interrupt vehicle or parts supply to AutoCanada's OEMs, financial condition and liquidity and the duration of such impacts; potential changes in the regulatory and legislative environment; volatility in interest and tax rates; operating risks inherent in the automotive retail industry; and changes in general economic conditions including the capital and credit markets.
Forward-looking statements involve estimates and assumptions and are subject to risks, uncertainties and other factors some of which are beyond our control and difficult to predict. Accordingly, actual results or outcomes may differ materially from those expressed in the forward-looking statements. In particular, in presenting its forward-looking statements, AutoCanada has made assumptions respecting, among other things, information provided to it by the depositary for the bid.
AutoCanada cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive. The Company's Annual Information Form and other documents filed with securities regulatory authorities (accessible at www.sedar.com) describe the risks, material assumptions and other factors that could influence actual results and which are incorporated herein by reference. The forward-looking statements contained in this press release speak only as of the date hereof and AutoCanada assumes no obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws.
SOURCE AutoCanada Inc.
Mike Borys, Chief Financial Officer, Phone: 780.509.2808, Email: [email protected]
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