KITCHENER, ON, July 8, 2020 /PRNewswire/ - Quarterhill Inc. ("Quarterhill") (TSX: QTRH) (OTCQX: QTRHF), announced today the preliminary results of its "modified Dutch auction" substantial issuer bid for its outstanding common shares (the "Shares") from shareholders for cash (the "Offer"). The Offer expired at 5:00 p.m. (Toronto, Ontario time) on July 7, 2020.
In accordance with the terms and conditions of the Offer and based on the preliminary count by Computershare Trust Company of Canada, as depositary for the Offer (the "Depositary"), Quarterhill expects to take up and purchase for cancellation approximately 2,685,210 Shares (including Shares tendered by notice of guaranteed delivery) at a purchase price of $2.15 per Share (the "Purchase Price"). The Shares expected to be purchased under the Offer represent approximately 2.26% of the Shares issued and outstanding before giving effect to the Offer. After giving effect to the Offer, approximately 116,180,123 Shares are expected to be issued and outstanding.
"We are pleased to have completed our Substantial Issuer Bid," said Paul Hill, Quarterhill's President & Chief Executive Officer. "Quarterhill will continue to pursue reasonable opportunities to return capital to our shareholders. In that regard, we will proceed with our previously announced intention to apply to the TSX for a new Normal Course Issuer Bid in August 2020."
The full details of the Offer are described in the offer to purchase and issuer bid circular dated June 1, 2020, 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.
The number of Shares to be purchased under the Offer and the Purchase Price are preliminary, 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. Quarterhill will announce the final results following completion of take-up of the Shares.
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares.
Quarterhill is focused on the disciplined acquisition, management and growth of companies in dedicated technology areas including, vertical market software and solutions, intelligent industrial systems and innovation and licensing. Quarterhill's emphasis is on seeking out acquisition opportunities at reasonable valuations that provide a foundation for recurring revenues, predictable cash flows and margins, profitable growth, intimate customer relationships and dedicated management teams. Quarterhill is listed on the TSX under the symbol QTRH and on the OTCQX Best Market under the symbol QTRHF. For more information: www.quarterhill.com
This news release contains forward-looking statements regarding Quarterhill and its business including, but not limited to statements relating to the pricing, timing, completion and other terms of the Offer. Forward-looking statements are based on estimates and assumptions made by Quarterhill in light of its experience and its perception of historical trends, current conditions, expected future developments and the expected effects of new business strategies, as well as other factors that Quarterhill believes are appropriate in the circumstances. The forward-looking events and circumstances discussed herein may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting Quarterhill, including: the Offer not occurring as expected, including the failure of any condition to the Offer; Quarterhill's inability to finance the Offer in the manner it intends; the extent to which shareholders elect to tender their Shares under the Offer; Quarterhill having sufficient financial resources and working capital following completion of the Offer (including to fund currently anticipated financial obligations and pursue desirable business opportunities); potential risks and uncertainties relating to the ultimate geographic spread of the novel coronavirus ("COVID-19"); the severity of the disease; the duration of the COVID-19 outbreak; actions that may be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impact; the potential negative impacts of COVID-19 on the global economy and financial markets and any resulting impact on the satisfaction of the conditions of the Offer such that Quarterhill may not be required to purchase the Shares and/or may terminate the Offer. Other factors include, without limitation, the risks described in Quarterhill's February 27, 2020 annual information form for the year ended December 31, 2019 (the "AIF"). Copies of the AIF may be obtained at www.sedar.com. Quarterhill recommends that readers review and consider all of these risk factors and notes that readers should not place undue reliance on any of Quarterhill's forward-looking statements. Quarterhill has no intention, and undertakes no obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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SOURCE Quarterhill Inc.
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