In accordance with the terms and conditions of the Offer and based on the preliminary calculation of Computershare Investor Services Inc., as depositary for the Offer (the “Depositary”), a total of 32,091,754 Shares were properly tendered to the Offer and not properly withdrawn, including 203,290 Shares that were tendered through notices of guaranteed delivery. Based on the Depositary’s preliminary calculation, Advantage expects to take up and pay for 8,928,571 Shares at a price of $11.20 per Share under the Offer (the “Purchase Price”), representing an aggregate purchase of approximately $100,000,000 and 4.9% of the total number of Advantage’s issued and outstanding Shares at the time the Offer was commenced on November 10, 2022. Immediately following completion of the Offer, Advantage anticipates that 172,186,405 Shares will be issued and outstanding. Shareholders who made auction tenders at a price in excess of $11.20 per Share should not expect to have any of such tendered Shares purchased by Advantage.
As the Offer was oversubscribed, Shareholders who validly tendered Shares pursuant to auction tenders at prices at or below the Purchase Price, and/or who made, or were deemed to have made, purchase price tenders and who did not withdraw their tendered Shares prior to the Expiration Date, are expected to have approximately 42.85% of their tendered Shares purchased by the Corporation, other than in the case of “Odd Lot” holders (Shareholders who owned and tendered less than 100 Shares), who will not be subject to proration.
The number of Shares properly tendered and not properly withdrawn, the number of Shares to be purchased, the proration factor and the Purchase Price are preliminary, remain subject to verification by the Depositary and assume that all Shares tendered through notice of guaranteed delivery will be delivered within the two trading-day settlement period. Upon take-up and payment of the Shares purchased, Advantage will issue a press release disclosing the final results, including the final number of Shares to be purchased, the final proration factor, the final Purchase Price, the estimated paid-up capital per Share and the “specified amount” for purposes of the Income Tax Act (Canada). Payment for the Shares accepted for purchase will be made in accordance with the terms of the Offer and applicable law. All Shares not purchased under the Offer (including Shares not purchased because of proration, invalid tenders, or Shares tendered pursuant to auction tenders in excess of the Purchase Price), or Shares properly withdrawn before the Expiration Date, will be returned to the Shareholders by the Depositary.
The Corporation expects to be eligible to recommence purchases under its normal course issuer bid after all Shares accepted for purchase under the Offer have been taken up and paid for.
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. The full details of the Offer are described in the offer to purchase and issuer bid circular dated November 10, 2022, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR at www.sedar.com and www.advantageog.com.
Any questions or requests for information may be directed to the Depositary at 1 (800) 564-6253 (Toll-Free within North America) or 1 (514) 982-7555 (outside North America) or to the dealer manager, RBC Dominion Securities Inc., at email@example.com.