SOL Global Announces OSC Relief in Substantial Issuer Bid
Pursuant to the Offer, which was launched on
The purchase price to be paid by SOL Global for each validly deposited common share (the “Purchase Price”) will be determined upon expiry of the Offer and will be based on the number of Common Shares validly deposited and the prices specified by shareholders as part of their Auction Tender. As a result, SOL Global shareholders who tender their Common Shares will set the Purchase Price for the Offer. The Purchase Price will be the lowest price (which will not be more than
If the aggregate Purchase Price for validly tendered Common Shares is greater than the Auction Tender Limit Amount, SOL Global will purchase Common Shares from the holders of Common Shares who made Purchase Price tenders or tendered at or below the Purchase Price as finally determined by SOL Global on a pro rata basis, except that "odd lot" holders (holders of less than 100 Shares) will not be subject to proration.
The Offer is not be conditional upon any minimum number of Common Shares being tendered. The Offer is, however, subject to other conditions described in the Offer Documents and SOL Global reserves the right, subject to applicable laws, to withdraw, extend or vary the Offer, if, at any time prior to the payment of deposited Common Shares, certain events occur. The Offer is currently open for acceptance until
As set out in Bid Circular SOL Global applied for exemptive relief from the OSC to permit SOL Global to extend the Offer in circumstances in which all of the terms and conditions of the Offer have either been satisfied or waived by SOL Global, without first taking up Common Shares which have been deposited (and not withdrawn) before the Offer’s expiry date (the “Extension Relief”). On
At this time SOL Global has not yet determined if it will extend the Offer, and the expiration of the Offer remains the Expiration Date, which for greater certainty is
SOL Global has retained
This press release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as “may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. There is no assurance that the transactions described herein will occur on the expected timeline, in the manner described, or at all.
Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While we consider these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct.
By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release.
Other risk factors include: the risks resulting from investing in the
The forward-looking information contained herein is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made. SOL Global does not undertake any obligation to update nor revise any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
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