MONTREAL, Dec. 3 /CNW Telbec/ - ACE Aviation Holdings Inc. (ACE) today
announced that its Board of Directors has authorized a substantial issuer bid
(the Offer) to purchase for cancellation up to Cdn$1.5 billion of ACE's
Class A Variable Voting Shares and Class B Voting Shares (collectively, the
Shares) for a combined aggregate of up to 54,151,624 Shares. The Offer is
being made by way of a "modified Dutch auction" pursuant to which shareholders
may tender all or a portion of their Shares (i) at a price of not less than
Cdn$27.70 and not more than Cdn$30.00 per Share, in increments of $0.10 per
Share, or (ii) without specifying a purchase price, in which case their Shares
will be purchased at the purchase price determined in accordance with the
Offer. The Offer will expire at 5:00 p.m. (Montreal time) on January 10, 2008,
unless withdrawn or extended by ACE.
The purchase price paid for each Share properly tendered (the Purchase
Price) will be based on the number of Shares tendered and the prices specified
by shareholders making tenders, and will be the lowest price that will enable
ACE to purchase up to Cdn$1.5 billion of Shares at a price within the range
specified above. Shareholders will receive the Purchase Price in cash for
Shares tendered at prices equal to or lower than the Purchase Price. All
Shares tendered at prices higher than the Purchase Price will be returned to
shareholders. All Shares purchased by ACE will be purchased at the same price,
even if shareholders have selected a lower price. If the number of Shares
tendered at or below the Purchase Price would result in an aggregate Purchase
Price in excess of Cdn$1.5 billion, those Shares will be purchased on a pro
In accordance with the terms of the convertible Preferred Shares of ACE,
the holders of Preferred Shares will be permitted to participate in the Offer
by depositing their Preferred Shares on an as converted basis.
The Offer is not conditional upon any minimum number of Shares being
deposited, however, the Offer is subject to certain other conditions,
including regulatory approval. Full particulars of the terms and conditions of
the Offer will be contained in the Offer to Purchase and Issuer Bid Circular
and related documents which will be filed with applicable securities
regulatory authorities in Canada and the United States and mailed to holders
of Shares, Preferred Shares and 4.25% Convertible Senior Notes on or about
December 6, 2007.
This press release is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell ACE Shares.
The solicitation and the offer to buy Shares will be made only pursuant to the
separate Offer to Purchase and Issuer Bid Circular, and related documents.
ACE will file the Offer to Purchase, Issuer Bid Circular and related documents
with Canadian securities regulatory authorities and a Tender Offer Statement
on Schedule TO with the United States Securities and Exchange Commission
(SEC). Shareholders should carefully read the Tender Offer Statement, the
Offer to Purchase and Issuer Bid Circular, the related letter of transmittal
and other related documents because they contain important information,
including the various terms and conditions of the Offer. The Offer to Purchase
and Issuer Bid Circular, the related letter of transmittal and certain other
documents will be delivered without charge to all holders of Shares, Preferred
Shares and 4.25% Convertible Senior Notes.
The Tender Offer Statement (including the Offer to Purchase and Issuer
Bid Circular, the related letter of transmittal and all other offer documents
filed by ACE with the SEC) will be available without charge at the SEC website
at www.sec.gov or by calling the Corporate Secretary office of ACE at
(514) 205-7856. Offer documents required to be filed in Canada will also be
available without charge at www.sedar.com.
ABOUT ACE AVIATION HOLDINGS INC.
ACE is a holding company of various aviation interests including
Air Canada, Aeroplan Income Fund, Jazz Air Income Fund and ACTS.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this news release may contain forward-looking
statements. These forward-looking statements are identified by the use of
terms and phrases such as "anticipate", "believe", "could", "estimate",
"expect", "intend", "may", "plan", "predict", "project", "will", "would", and
similar terms and phrases, including references to assumptions. Such
statements may involve but are not limited to comments with respect to
strategies, expectations, planned operations or future actions.
Forward-looking statements, by their nature, are based on assumptions and
are subject to important risks and uncertainties. Any forecasts or
forward-looking predictions or statements cannot be relied upon due to,
amongst other things, changing external events, general uncertainties of the
business and matters that are not within the control of ACE. Such statements
involve known and unknown risks, uncertainties and other factors that may
cause the actual results, performance or achievements to differ materially
from those expressed in the forward looking statements. The forward-looking
statements contained herein represent ACE's expectations as of the date they
are made and are subject to change after such date. However, ACE disclaims any
intention or obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise, except as
required under applicable securities regulations.
For further information:
For further information: ACE: Isabelle Arthur (Montréal), (514)
422-5788; Angela Mah (Vancouver), (604) 270-5741; Peter Fitzpatrick (Toronto),
(416) 263-5576; www.aceaviation.com