REGINA, SK, June 3, 2019 /CNW/ - Input Capital Corp. ("Input" or the "Company") (TSX Venture: INP) (US: INPCF) announces it has formally commenced a substantial issuer bid (the "Offer") pursuant to which the Company is offering to purchase for cancellation up to $15,000,000 of its common shares ("Shares") from shareholders for cash.
The Offer is made by way of modified Dutch auction and the Offer prices range from $0.72 to $0.82 per Share (in increments of $0.02 per Share). At the minimum purchase price, the Offer represents up to 20,833,333 Shares or approximately 25.4% of the Company's total issued and outstanding Shares. At the maximum purchase price, the Offer represents up to 18,292,682 Shares or approximately 22.3% of the Company's total issued and outstanding Shares.
The Dutch auction procedure allows shareholders to select a price, within the specified range, at which each shareholder is willing to sell all or a portion of the Shares that such shareholder owns. Upon expiration of the Offer, the Company will select the lowest tendered price that will allow it to buy up to $15,000,000 of its Shares (the "Purchase Price"). Shares properly tendered at or below the Purchase Price and not withdrawn will be bought at the Purchase Price (subject to withholding taxes, if any), subject to pro-ration to the extent the aggregate cost to purchase all Shares exceeds $15,000,000. All Shares tendered at prices higher than the Purchase Price will be returned to Shareholders.
The Offer will expire at 5:00 p.m. (Eastern time) on July 12, 2019, unless extended or withdrawn by the Company.
The directors and management of the Company have advised that they do not intend to tender shares under the Offer.
The formal offer to purchase and issuer bid circular (the "Offer Document") containing the terms and conditions of the Offer and instructions for tendering Shares will be filed with the applicable securities regulators on June 3, 2019 and mailed to shareholders. The Offer Document and related materials will be available under the Company's SEDAR profile at www.sedar.com.
None of the Company or its Board of Directors makes any recommendation to shareholders as to whether to tender or refrain from tendering any or all of their Shares to the Offer or as to the purchase price or prices at which shareholders may choose to tender Shares.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Shares. The solicitation and the offer to purchase Shares by the Company is being made only pursuant to the Offer Document. Shareholders of the Company are urged to read the Offer Document and related materials carefully prior to making any decision with respect to the Offer.
Input is an agriculture commodity streaming company with a focus on canola, the largest and most profitable crop in Canadian agriculture. The Company has developed several flexible and competitive forms of financing which help western Canadian canola farmers solve working capital, mortgage finance and canola marketing challenges and improve the financial position of their farms. Under a streaming contract, Input provides capital in exchange for a stream of canola via multi-year fixed-volume canola purchase contracts. To a farmer, Input is like a virtual grain company, buying canola and providing financial solutions. To canola buyers, Input is like a large virtual farm which produces and sells canola over a large geographically diverse footprint, but does not own the land, or equipment or operate the farm. In production terms, Input is the largest canola farm in the world.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Forward Looking Statements
This release includes forward-looking statements regarding Input and its business. Such statements are based on the current expectations and views of future events of Input's management. In some cases the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting Input, including risks regarding the agricultural industry, economic factors and the equity markets generally and many other factors beyond the control of Input. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Input undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
SOURCE Input Capital Corp.