TORONTO, April 3, 2017 /CNW/ - DH Corporation (TSX: DH) ("D+H" or the "Company"), a leading provider of technology solutions to financial institutions globally, announced today that, in accordance with the provisions of the arrangement agreement dated March 13, 2017 (the "Arrangement Agreement") relating to the acquisition of the Company by entities controlled by Vista Equity Partners, including Tahoe Canada Bidco, Inc. (the "Purchaser"), the Purchaser has requested that the Company call meetings of holders of convertible debentures.
The Company will call a meeting of holders of 6% Convertible Debentures due 2018 (the "6% Debentures") and a meeting of the 5% Convertible Debentures due 2020 (the "5% Debentures" and, collectively with the 6% Debentures, the "Debentures"), each on May 16, 2017 (the "Debenture Meetings") to consider, and if deemed advisable, to pass, extraordinary resolutions to approve certain amendments to the indentures governing the 6% Debentures (the "6% Amendments") and the 5% Debentures (the "5% Amendments" and, collectively with the 6% Amendments, the "Amendments") that will require the Company to redeem the Debentures for cash, at any time on, or within 30 days of, the closing date of the Arrangement (as defined below). The Amendments will only be implemented by the Company through supplemental indentures upon the completion of the Arrangement.
The 6% Amendments will contemplate a redemption price of the 6% Debentures equal to the amount the holders of the 6% Debentures would otherwise receive on conversion of their debentures (and including any "make-whole premium shares" issuable under the terms of the indenture for the 6% Convertible Debentures following a cash change of control) plus a premium of 1% per $1,000 principal amount of 6% Debentures, plus accrued but unpaid interest up to, but not including, the redemption date.
The 5% Amendments will contemplate a redemption price of the 5% Debentures equal to 101% of the aggregate principal amount of the 5% Debentures, plus accrued but unpaid interest up to, but not including, the redemption date.
Only holders of record of the Debentures at the close of business on April 3, 2017, the record date for the Debenture Meetings, will be entitled to notice of, and to vote at, the applicable Debenture Meeting or any adjournment or postponement thereof.
Completion of the Arrangement is not conditional on whether holders of the Debentures approve the Amendments or otherwise on the redemption of the Debentures. If the Amendments are not approved, the Debentures will remain outstanding in accordance with the terms of the governing indentures and the holders of the Debentures will have the right to convert their Debentures prior to the closing of the Arrangement at the applicable conversion price or require that the Company redeem their Debentures at par following the closing of the Arrangement, in each case without the premium offered in connection with the Amendments.
Further details regarding the terms of the Amendments will be set forth in a management information circular to be mailed in advance of the Debenture Meetings. The circular will be filed by D+H under its SEDAR profile at www.sedar.com.
Special Meeting of Shareholders
The Company also recently announced that the special meeting of the shareholders of D+H (the "Shareholders") with respect to the Arrangement will also be held on May 16, 2017 (the "Special Meeting"), prior to the Debenture Meetings. At the Special Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass a special resolution approving a statutory plan of arrangement (the "Arrangement") under section 182 of the Business Corporations Act (Ontario) pursuant to which the Purchaser will, among other things, acquire all of the issued and outstanding common shares of D+H at a price of $25.50 per common share in cash.
The Board of Directors of the Company previously fixed March 27, 2017 (the "Record Date"), as the record date for determining Shareholders who are entitled to receive notice of, and vote at, the Special Meeting. Only Shareholders whose names have been entered in the register of the Company as at the close of business on the Record Date will be entitled to receive notice of and vote at the Special Meeting.
Further details regarding the Arrangement will be set forth in a management information circular to be mailed in advance of the Special Meeting. The circular will be filed by D+H under its SEDAR profile at www.sedar.com.
Shareholders and holders of Debentures who have questions or need assistance in their consideration of the Arrangement or the Amendments may contact the Company's proxy solicitation agent, D.F. King, by telephone at 1-800-398-2142 (toll free in North America) or 1-201-806-7301 (collect outside North America), by facsimile at 1-888-509-5907 or by email at [email protected].
Amendment of Arrangement Agreement
The Company also announced today that the parties to the Arrangement Agreement have entered into an amending agreement to amend certain provisions dealing with required regulatory approvals. A copy of the amending agreement will be publicly filed by D+H under its SEDAR profile at www.sedar.com.
D+H (TSX: DH) is a leading financial technology provider that the world's financial institutions rely on every day to help them grow and succeed. Our global payments, lending and financial solutions are trusted by nearly 8,000 banks, specialty lenders, community banks, credit unions, governments and corporations. Headquartered in Toronto, Canada, D+H has more than 5,500 employees worldwide who are passionate about partnering with clients to create forward-thinking solutions that fit their needs. With annual revenues in excess of $1.6 billion CAD, D+H is recognized as one of the world's top FinTech companies on IDC Financial Insights FinTech Rankings and American Banker's FinTech Forward rankings. For more information, visit dh.com.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements") regarding the anticipated completion of the transaction and timing thereof. The words "believe", "expect", "anticipate", "estimate", "intend", "may", "will", "would", "could", "should", "continue", "goal", "objective", and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Certain material factors and assumptions were applied in providing these forward-looking statements. Forward-looking information involves numerous assumptions including assumptions concerning: and the receipt, in a timely manner, of regulatory, shareholder and Canadian court approvals in respect of the Arrangement. Management believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, Management can give no assurance that actual results will be consistent with these forward-looking statements. Not all factors which affect our forward-looking information are known, and actual results may vary from the projected results in a material respect, and may be above or below the forward-looking information presented in a material respect.
Forward-looking statements are subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this press release. The anticipated timeline for completion of the Arrangement may change for a number of reasons, including the inability to secure necessary regulatory, Canadian court or other approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. As a result of the foregoing, readers should not place undue reliance on the forward-looking statements contained in this press release concerning the timing of the transaction. A comprehensive discussion of other risks that impact D+H can also be found on the Company's most recently filed Annual Information Form and the most recently filed annual MD&A for the year ended December 31, 2016, available on SEDAR at www.sedar.com.
D+H does not undertake any obligation to update forward-looking statements should the factors and assumptions related to its plans, estimates, projections, beliefs and opinions, including those listed above, change except as required by applicable securities laws.
All of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company.
REGULATORY FILINGS AND ADDITIONAL INFORMATION
DH Corporation is listed on the Toronto Stock Exchange under the symbol DH. Further information can be found at dh.com and in the disclosure documents filed by DH Corporation with the securities regulatory authorities at sedar.com.
SOURCE DH Corporation
For further information: DH Corp Investor Relations, Anthony Gerstein, Head of Investor Relations, 1.212.331.3937, [email protected]