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the Offer, all Shares validly deposited and not withdrawn prior to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: corporateactions@computershare.com.
AutoCanada
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.
Additional information about AutoCanada Inc. is available at
www.sedar.com and the Company's website at www.autocan.ca.
Forward-Looking
Information
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.