The Offer will proceed by way of a modified Dutch auction and holders of Shares (“Shareholders”) wishing to tender to the Offer may do so pursuant to: (i) auction tenders in which the tendering Shareholders specify the number of Shares being tendered at a specified price of not less than $11.20 and not more than $12.90 per Share in increments of $0.10 per Share; or (ii) purchase price tenders in which the tendering Shareholders do not specify a price per Share, but rather agree to have a specified number of Shares purchased at the purchase price to be determined as provided in the Offer (the “Purchase Price”). Shareholders who validly tender Shares without specifying the method in which they are tendering their Shares, will be deemed to have made a purchase price tender. The Purchase Price will be the lowest price (which will not be less than $11.20 per Share and not more than $12.90 per Share) that enables the Corporation to purchase Shares up to the aggregate amount of $100,000,000, determined in accordance with the terms of the Offer. All Shares purchased by Advantage pursuant to the Offer (including Shares tendered at auction prices below the Purchase Price) will be purchased at the same Purchase Price.
On November 10, 2022, the formal offer to purchase, issuer bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the “Offer Documents”) containing the terms and conditions of the Offer, instructions for tendering Shares, and the factors considered by Advantage and its Board of Directors in determining to approve the Offer, were mailed to Shareholders and filed with the applicable securities regulators in Canada and may be accessed at www.sedar.com. Shareholders should carefully read the Offer Documents prior to making a decision with respect to the Offer. None of Advantage, its Board of Directors, RBC or the depositary makes any recommendation to any Shareholder as to whether to deposit or refrain from depositing Shares under the Offer, how many Shares to deposit and whether to specify a price and, if so, at what price to deposit such Shares. Shareholders are urged to evaluate carefully all information in the Offer Documents, consult their own financial, legal, investment and tax advisors and make their own decisions about whether to deposit Shares under the Offer, how many Shares to deposit and whether to specify a price and, if so, at what price to deposit such Shares.
This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares. An offer to buy the Shares will only be made pursuant to the Offer Documents filed with the applicable securities regulators in Canada and mailed to Shareholders. The Offer will be optional for all Shareholders, who will be free to choose whether to participate, how many Shares to tender and, in the case of auction tenders, at what price to tender within the specified range.
Advantage has retained RBC Dominion Securities Inc. to act as financial advisor and dealer manager in connection with the Offer and Computershare Investor Services Inc. (“Computershare”) to act as depositary. Any questions or requests for information may be directed to Computershare at 1 (800) 564-6253 (Toll-Free within North America) or 1 (514) 982-7555 (outside North America) or to RBC Dominion Securities Inc. as dealer manager for the Offer at firstname.lastname@example.org.