Dye & Durham Closes Acquisition of SAI Global Property Division
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- Company Also Announces Closing of Approximately $202 Million Secondary Offering Including Full Exercise of Over-allotment Option
TORONTO, Jan. 8, 2021 /CNW/ - Dye & Durham Limited ("Dye & Durham" or the "Company") (TSX: DND), a leading provider of cloud-based software and technology solutions designed to improve efficiency and increase productivity for legal and business professionals, today announced that it closed its previously announced definitive agreement to acquire SAI Global's Property Division for Aus$91 million, or approximately Cnd$89 million, in cash.
The acquisition creates a platform in Australia that is highly aligned with Dye & Durham's existing product lines in Canada and the United Kingdom. The Australia platform is expected to generate meaningful cash flow through its deeply embedded B2B cloud-based workflow software that connects users to more than 3,270 data sources including government registries on a national, state and local council level, to support their regulatory and business compliance processes.
"We believe that this acquisition creates a significant footprint into the Australian market for Dye & Durham and provides the Company with an opportunity to build a larger Australian business through future M&A that may unlock substantial synergy potential," said Matt Proud, Chief Executive Officer of Dye & Durham.
SAI Global's Property Division provides its broad B2B customer base, which includes conveyancers, solicitors and the financial services sector, with all the necessary workflow software, systems and information products to facilitate and complete the transfer of property. The business is also an approved ASIC, PPSR and AFSA information broker, providing its large customer base with the mission-critical workflow software and public records required to complete many business and commercial transactions.
Closing of Approximately $202 Million Secondary Offering
The Company also announced today the closing of the previously announced secondary offering on a bought-deal basis of common shares (the "Shares") of the Company (the "Offering").
Pursuant to the Offering, an aggregate of 4,723,050 Shares were sold by Plantro Ltd. ("Plantro"), The Manufacturers Life Insurance Company, Seastone Invest Limited ("Seastone"), and certain insiders of the Company (collectively, the "Selling Shareholders") at a price of $42.75 per Share (the "Offering Price") for aggregate gross proceeds to the Selling Shareholders of $201,910,387.50, which includes the exercise, in full, by the Underwriters (as defined below) of the over-allotment option granted by Plantro and Seastone to purchase up to of an additional 616,050 Shares at the Offering Price.
The Offering was conducted through a syndicate of underwriters (the "Underwriters") led by Canaccord Genuity Corp. and Scotiabank.
No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The securities have not been and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act"), as amended, or any state securities laws, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the U.S. Securities Act). Accordingly, the securities may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registrations requirements of the U.S. Securities Act and applicable state securities laws.
In connection with the Company's prior bought deal private placement completed on September 30, 2020 (the "September Offering"), Plantro and Seastone sold 476,190 Shares and 380,952 Shares, respectively, for gross proceeds of $9,999,990 and $7,999,992, respectively, and in each case representing a disposition of less than two per cent of the issued and outstanding Shares prior to completion of the September Offering. Under the Offering, Plantro and Seastone sold 2,249,820 Shares and 694,500 Shares, respectively, for gross proceeds of $96,179,805 and $29,689,875, respectively. Prior to the completion of the Offering, Plantro held 8,408,891 Shares, representing approximately 13.1% of the issued and outstanding Shares and Seastone held 6,453,379 Shares, representing approximately 10.1% of the issued and outstanding Shares. Following completion of the Offering, Plantro holds 6,159,071 Shares, representing approximately 9.6% of the issued and outstanding Shares and Seastone holds 5,758,879 Shares, representing approximately 9.0% of the issued and outstanding Shares. Subject to the respective 90-day lock-up agreements entered into with the Underwriters in connection with the Offering, Plantro and/or Seastone may determine to sell all or some of the respective Shares it holds, depending upon market prices, market conditions, availability of respective funds, evaluation of alternative investments, the interests of their respective indirect investors and other factors they may consider relevant from time to time. Early warning reports will be filed by each of Plantro and Seastone in accordance with applicable securities laws and will be available on SEDAR at www.sedar.com.
Dye & Durham's head office is located at 199 Bay Street, Suite 4610, Toronto, Ontario M5L 1E9.
About Dye & Durham
Dye & Durham Limited is a leading provider of cloud-based software and technology solutions designed to improve efficiency and increase productivity for legal and business professionals. Dye & Durham provides critical information services and workflows, which clients use to manage their process, information and regulatory requirements. The Company has operations in Canada, the United Kingdom, Ireland and Australia, and has a strong blue-chip customer base that includes law firms, financial service institutions, and government organizations.
Additional information can be found at www.dyedurham.com.
Forward-looking Statements
This press release may contain forward-looking information within the meaning of applicable securities laws, which reflects the Company's current expectations regarding future events, including, but not limited to, the ability of the Australia platform to generate meaningful cash-flow. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, the factors discussed under "Risk Factors" in the prospectus supplement of the Company dated January 6, 2021 to the short-form base shelf prospectus of the Company dated November 18, 2020. Dye & Durham does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
SOURCE Dye & Durham
Adam Peeler, LodeRock Advisors Inc., [email protected], 416.427.1235
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