Carmanah Technologies Corporation (TSX: CMH) (“the Company” or “Carmanah”) announces Carmanah’s substantial issuer bid (the “SIB”) to purchase up to $30.0 million of its common shares (“Shares”).
On August 23, 2017, Carmanah announced its intention to commence an SIB, pursuant to which Carmanah will offer to purchase for cancellation up to CAD $30.0 million Shares at a price of CAD $5.00 per Share. The maximum number of Shares that may be purchased by Carmanah is six million. The formal offer to purchase and issuer bid circular and other related documents (the “Offer Documents”) will be filed with securities regulators today and will be available on SEDAR at www.sedar.com. The Offer Documents contain the full terms and conditions of the SIB and instructions for tendering Shares and are expected to be mailed to shareholders on or about August 30, 2017.
Shares acquired through the SIB will be cancelled and returned to treasury. Should more than six million Shares be tendered into the SIB, Shares will be acquired on a proportionate basis from all tendering shareholders. Should all six million Shares be acquired through the SIB, Carmanah will have approximately 18,645,250 Shares outstanding.
The SIB will remain open for acceptance until 5:00 p.m. (Vancouver time) on October 4, 2017, unless withdrawn or extended by Carmanah. Shares acquired through the SIB will be cancelled and returned to treasury. If more than six million Shares are properly tendered to the SIB, the Company will take-up and pay for the tendered Shares on a pro rata basis according to the number of Shares tendered, subject to preferential treatment for odd lots.
Carmanah designates all deemed dividends arising as a result of the repurchase of the Shares pursuant to the SIB as eligible dividends. Dividends are designated to be eligible dividends pursuant to subsection 89(14) of the Income Tax Act (Canada) and any applicable provincial legislation pertaining to eligible dividends.
James Meekison, a director of Carmanah who owns 28.6% of the issued and outstanding Shares, has advised Carmanah that he intends to tender a portion of his Shares through an entity he controls, to the extent that, after the effect of the SIB, Mr. Meekison hopes he will beneficially own approximately 25% of the issued and outstanding Shares. Michael Sonnenfeldt, who owns 10.0% of the issued and outstanding Shares, has advised Carmanah that he intends to tender an undetermined amount of Shares to the SIB through an entity he controls. Carmanah’s other directors and officers have advised Carmanah that they do not intend to tender their Shares.
Neither Carmanah nor the Board of Directors make any recommendation to shareholders as to whether to tender or refrain from tendering Shares to the SIB. Shareholders should review the Offer Documents carefully and are strongly encouraged to consult with their financial, tax and legal advisors prior to making any decision with respect to the SIB.
This news release is neither an offer to purchase nor a solicitation of an offer to sell any Shares. The solicitation and the offer to purchase Shares by Carmanah will be made pursuant to the Offer Documents that Carmanah will file with securities regulators and that it will distribute to its shareholders.
About Carmanah Technologies Corporation
Carmanah designs, develops and distributes a portfolio of products focused on energy optimized LED solutions for infrastructure. Since 1996, we have earned a global reputation for delivering durable, dependable, efficient and cost-effective solutions for industrial applications that perform in some of the world’s harshest environments. We manage our business within two reportable segments: Signals and Illumination. The Signals segment serves the Airfield Ground Lighting, Aviation Obstruction, Offshore Wind, Marine, Traffic and Telematics markets. The Illumination segment provides solar powered LED outdoor lights for municipal and commercial customers.
Carmanah Technologies Corporation:
Evan Brown, (250) 380-0052
Chief Financial Officer/Corporate Secretary
This release may contain forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “expects,” “estimates,” “could,” “will” or variations of such words and phrases. Forward-looking statements or information in this news release relate to, among other things: the conduct and completion of the SIB; the intention of certain shareholders, including Mr. Meekison and Mr. Sonnenfeldt, to tender or refrain from tendering Shares to the SIB and the hope of Mr. Meekison that, after the effect of the SIB, he will beneficially own approximately 25% of the issued and outstanding Shares. Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Carmanah to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Such factors include, but are not limited to: certain shareholders tendering less or more Shares to the SIB than initially intended and the potential for Carmanah to extend, amend or withdraw the SIB in accordance with its terms. These forward-looking statements are based on management’s current expectations and beliefs but given the uncertainties, assumptions and risks, readers are cautioned not to place undue reliance on such forward-looking statements or information. Carmanah disclaims any obligation to update, or to publicly announce, any such statements, events or developments except as required by law.
For additional information on these risks and uncertainties, see Carmanah’s most recently filed Annual Information Form (“AIF”) and Annual MD&A, which are available on SEDAR at www.sedar.com and on the Company’s website at www.carmanah.com. The risk factors identified in Carmanah’s AIF and MD&A are not intended to represent a complete list of factors that could affect Carmanah.